Prove Your Worth
by GeneralPen0412
Summary: Summary: Tired of Grievous' failures and incompetence Dooku gives his supreme commander an ultimatum. Will a chance transmission save the CIS cyborg from certain death or lead to his destruction? Well this it. My first Fanfiction post. Please enjoy and do not forget to comment! Disclaimer: I do not own Star Wars or any of its characters.
1. Chapter 1

**A long time ago in a galaxy far, far away …**

**STAR WARS**

**PROVE YOUR WORTH**

**...**

**Chapter 1: The Ultimatum**

_Unoccupied space, near the Kadok Regions in the Outer Rim territories. Early in the second year of the Clone Wars. Two weeks after the failed attempt by the CIS to conquer the planet of Naboo. Twenty one years before the battle of Yavin Four._

A small contingency of the Confederacy armada drifted through the vacuum of space, currently following no trajectory. Vulture droids, and Tri fighters ever vigilantly patrolled the fleet's perimeter whilst the cursors scanners were tuned to maximum lest the Republic discover their location and attempt an attack.

This fleet was small and short in strength compared to the standard requirements of a CIS fleet. Consisting only of two Intergalactic Banking Clan frigates, one Lucrehulk-class battleship and a Providence-class carrier/destroyer, the latter of which served as the fleet's flag ship. Yet despite this small size each ship carried at least four battalions of battle droids (perhaps several more in the Lucrehulk's case), and a reasonable number of star fighters.

Even though there had been no sign of battle since the fleet set out from Serenno, earlier that day dozens of maintenance and labour droids were hard at work. Carrying out vital repairs or else navigating their cruisers with pin point accuracy. Some were aided by a few Neimoidian and Geonosian allies. The main contingent of the battle droids however, were currently powered down and tucked away safely within landing crafts and droid carriers. These units awaited an activation signal, that would only come when a system was chosen for conquest and / or a chance for battle presented itself. The choice of when and where this _would_ occur lay with the fleet's commander.

Aboard the bridge of the flagship, _The Vengeful Star_ the said leader was sat in the giant rectangular command chair. With his right elbow propped upon the arm of the chair, General Grievous stroked the lower part of his mask with his right hand. His dark yellow eyes stared hauntingly ahead of him, glaring blankly into space. He repeatedly traced the fingers of his left hand across his seats stone surface, making a horrible grating sound equivalent to the sound of chalk being scrapped across a blackboard.

A low hissing growl constantly escaped from Grievous' ventilators, alerting the rest of the crew (or at least those within ear shot) to the fact that their commander was angry. No small feat, for Grievous had a tendency to be angry about something. This made them weary for whenever the opportunity arose, the cyborg had a habit of taking his anger out upon anyone who caused him further frustration. As such the crew busied themselves with their work, maintaining a safe distance so as not to give the cyborg any cause to do so.

Grievous however paid his subordinates no heed, for he was lost deep within the dark fathoms and tendrils of his memory. Today his anger was justified, and temper understandable. For you see, the General had landed himself in a predicament.

The war was currently at a neutral stage with no advantage going to either the Republic or the Separatists. For every victory each side won a crippling defeat soon followed. As such the commanders of both sides were working hard, trying to find the battle that would give their respective side the advantage it needed to achieve victory in the conflict.

Less than twelve hours ago, Grievous had been summoned to Serenno. He had originally believed that Dooku had chosen an important military / political base vital to the Republic and wished for Grievous to conquer it. Oh by the force how wrong he had been.

_**Flashback: Seven hours ago, the Serenno system.**_

_Grievous' shuttle touched down on one of the many hangers within the palace grounds. Descending the ramp the cyborg began to make his way to the main palace chambers where the overlord of the planet was based. He was flanked by two of his cloaked Magna Guard's. Grievous paid little attention to the hive of activity going on around him, even as maintenance droids and sentient's loyal to the Separatist cause rushed past him to carry out their errands. The few who were foolish enough to approach either Grievous or his Magna Guard escort were quickly driven away._

_Fortunately after exiting the hanger his progress was less impeded and the General soon reached his destination. With a brief wave of their commander's hand Grievous' Magna Guards halted, for aside from the guards already in there no droids were authorised to enter Dooku's chamber without the Sith's authorisation. As such Grievous entered the dark room alone._

_He marched up the aisle, his sides flanked by a line of guards. His taloned feet clanked with every step against the stone surface. At the back of the chamber stood the Separatist Head of State and Grievous' lightsaber trainer Dooku. The humans face was set and his dark eyes glaring as the cyborg approached. To the Count's left stood his Dark Jedi apprentice Asajj Ventress and next to her was a hologram of the hulking bounty hunter Durge, currently away on a campaign of conquest himself. Ventress was smiling wickedly in Grievous' direction, whilst Durge had his arms crossed over his chest, the Gen'Dai's face impossible to read because of the helmet he wore._

_Grievous kept his eyes squarely upon Dooku as he approached. At the base of the steps Grievous got down on one knee, and bowed to his master. "You summoned me my lord" he spoke in his raspy droid like voice._

"_Yes General" came the reply of Count Dooku, and Grievous did not fail to notice the dark tone in his Sith masters voice. "A great problem has arisen within the CIS' ranks. One that needs to be resolved and I intend to do so as quickly and efficiently as possible."_

_Grievous nodded with apparent understanding. He bowed again, placing his right hand over his heart as a gesture of recognition and loyalty. "I am yours to command my lord. Simply point me in the right direction that I may carry out your will". _

_Ventress chuckled audibly, and whispered loudly to herself "Naïve fool". Durge did not move but a low rumble was heard emanating from the hologram as the alien emitted a low growl. _

"_Be quiet Ventress" Dooku ordered briefly turning his head in her direction before returning his gaze towards the cyborg. Ventress lowered her bald head, but continued to smile maliciously in Grievous' direction. "The fact is Grievous that __**you**__ are the one I am concerned about, and that is why I have summoned you here"._

"_What?!" Grievous remained squarely on his knees but he raised his head up and stared at the Count, confused by his statement. _

"_As you have no doubt heard General, the war is still not going well for us" Dooku explained. "Despite the fact that we outnumber the Republic on all counts, I have been hearing and seeing nothing but bad news lately. For every system that we take another is lost. I am looking for reasons as to why this might be happening. A part of me suspects it may be the ineptitude of my commanders. If so I need to find new ways to motivate them, and __**you **__General are at the top of my list. Your recent actions have been far from satisfactory. All I hear is accounts of humiliating defeats at the hands of the Republic. This is displeasing both to myself, and Lord Sidious."_

"_But my Lord, that is not entirely true" Grievous protested. "My victories well outnumber my defeats. I have won great battles for you, in the name of the Separatist cause. All that I …."_

"_Enough, I do not want to hear your excuses" Dooku ordered, holding out a hand and Grievous fell silent. "There is no doubting your accomplishments they were superb, flawless victories, but there are also many failures to your name as well. Not only your gross misjudgement cost us the Malevolence early on in this war, but you have also allowed vital information and strategic positions to fall into the hands of the Republic countless times. Victory has been stolen from under your nose more times than I dare to count, sometimes by no more than a squadron of clones and one or two of the Jedi, whom I would have expected someone of your calibre to defeat without apparent effort. Your failure on Kamino, is as good an example as any of this. Not only did you allow the clone garrison to defeat your numerically superior army, but despite ample opportunity to do so, you could not best Obi Wan Kenobi in single combat."_

"_The battle of Kamino a joint mission between myself and Ventress" Grievous roared pointing a finger accusingly at the Dathomirian. "Her shame in that defeat is as equal as my own!"_

"_You were the senior commander in that mission Grievous, Ventress cannot be blamed for your misjudgements and inability to cover up the exploitable loop holes in the plan. Mistakes that could easily have been fixed had you focused on them." Grievous let out a low wheezing growl but made no effort to contradict the Counts statement. Ventress folded her arms coyly across her chest, smirking evilly at Grievous._

_Dooku sighed shaking his head, "I had hoped that the situation on Vassek would have helped you to understand what is expected from you General. Yet your capture on Naboo by the primitive Gungan's suggests otherwise"._

_Ventress laughed uproariously and even the rarely emotional Durge chuckled at this comment. "Argh" Grievous barked loudly, glaring at the pair his hands balling into fists. Grievous did not like to be reminded about this particular failure and if it had been anyone else he would have probably struck them down for even mentioning it. Not that the thought didn't cross his mind._

_Dooku turned to Ventress and Durge who were able to control their laughter enough that it became a series of small chuckles. With that Dooku started to speak again. "No, Grievous this will not do, not at all. This is the last straw as far as I am concerned! I am sick of your incompetence and tired of your failures. You seem to lack the motivation necessary to win this war General and I will not stand for it. Never the less as you have pointed out, great victories have also been won in your name, meaning that you are not entirely worthless. Therefore I am going to give you one last chance to prove your worth!"_

"_What do you mean?" Grievous inquired, his bald eyebrows furrowed as he stared intently at Dooku._

_The human turned and pushed a few buttons on the command desk beside him. A large holographic image of four ships appeared for all to see (the ones mention earlier). He gestured at the image with one hand, "Grievous, this is: The Fleet of Rightful Conquest, to which I am giving you sole command. As you can see it is smaller than the standard fleet within our armada, and certainly more so than what __**you**__ are used to commanding. Hopefully it will serve its purpose". The tone of his voice indicated that the Count wasn't entirely convinced by this statement. _

"_With this fleet you are to conquer a Republic system. The target is to be one of your choosing. Head to any location across the galaxy and take the planet in the name of the CIS. Your army will consist of the units provided to you by this fleet."_

"_But my Lord, most of the Republic worlds will be entrenched and heavily fortified. How am I to …" but Grievous' protest was cut off by Dooku._

"_That will be your problem General, and I expect you to find a way to deal with it. This is what is expected of you, as the Supreme commander of the Droid armies. You are to be inventive and creative in order to find your way out of sticky situations. Should you wish to maintain the position assigned to you, then I need you to prove that you are worthy of it. I have made sure that there are multiple terrain vehicles within this fleet and a reasonable detachment of droid star fighters. It should hopefully give you a chance at a successful conquest. Aside from this, once you have left this room, no other forces will aid you in your mission. I have already sent out a message to all of our other fleets and authority figures, telling them not to support you in your conquest. Also I do not want to hear that you have taken an isolated system with a minimal garrison. Though it may be beyond you, I am expecting you to take a planet of vital strategic importance to the Republic. One whose capture will bring us that much closer to winning this war. Do you understand me General?"_

_Grievous glared at Dooku, with a hatred he thought not possible. So the Count thought him weak and incompetent did he? Owing to a few small failures Grievous was being assigned to a mission that was most likely doomed to fail. He turned to look at Ventress and Durge. Both had their arms folded across their chests but only Ventress' look of triumph and smugness could be seen._

_Determined to show no signs of weakness or fear Grievous nodded. "Yes my Lord" he said darkly, bowing his head once again._

_Dooku nodded, "Good". The human turned his back on the General and deactivated the hologram. He did not turn around again but merely looked over his shoulder. "Be gone then". Grievous rose to his feet and had just started to turn around when Dooku spoke again, making him pause._

"_Oh and Grievous, one more thing. I am giving you a week by Serenno time to complete this mission. Should I not hear from you within that time frame I shall assume you have failed, and either Ventress or Durge will succeed you as Supreme commander. Furthermore, should you prove unsuccessful in this endeavour; you shall be made an example of. Not only will you be outcast from the Separatists, a bounty so high will be placed on your head, that you will never be able to find peace in this galaxy. You will be hunted day and night for the rest of your existence, if you fail me again. Is that understood?"_

_Grievous said nothing, he just glared at Dooku. Out of the corner of his eye he noted how a smirking Ventress stroked the hilts of her lightsaber's, and how Durge stroked his chin with the index finger and thumb of his right hand. The cyborg was under no illusion as to why they were doing this. Grievous had defeated the pair in a duel in order to claim the title of Supreme Commander shortly after the outbreak of the war. To be provided with an opportunity to avenge their lost honour and strike down an outcast Grievous was a chance that the pair would leap at._

"_Ha!" was Grievous answer Dooku's question. With that grunt Grievous left the chambers his cloak billowing behind him and his mood slightly different to what he had expected it to be when he arrived._

**End of Flashback. Current time setting, unoccupied space.**

"Rrgh!" Grievous roared, slamming his duranium fists onto the arms of his chair, making the nearby droids and Nemoidian's jump. A few let their curiosity get the better of them and turned to look at Grievous. The cyborg ignored their stares and when Grievous rose to his feet, these subordinates quickly got back to work.

Grievous marched over to the front windows of the bridge in big strides, and stared out into the black reaches of space. This region was close to his home world of Kalee, a place of better memories, where he had grown up under a different name. He had chosen to come here after Serenno because these thoughts relaxed him and allowed him to properly assess the situation. For the first time since the start of the Clone Wars, Grievous had an army to command that he did not know what to do with. He was used to receiving commands and instructions from Dooku, the Separatist Council or on the rare occasion Sidious himself.

He growled angrily again at the thought of this, _what was the point of having an army, if one did not know what to do with it_ he thought as he dissolved into a short series of fitting coughs. Yet as the coughs subsided Grievous felt his mood change again. He growled but this time with understanding and anticipation as he looked at his problem from a new perspective. Here he was the most valuable asset to the Separatist cause, with a small army and armada at his disposal. With no one to order him around Grievous was free to go anywhere in the galaxy that he wanted.

The many thousands of planets out there were currently his oyster, and the people of the yet unchosen target didn't know it yet, but they would soon be entirely at his mercy. A surprise attack, with minimal warning at best, on any planet that he. General Grievous chose. He had seven days Serenno time frame to take one planet for the Separatist cause. One planet was all that stood between Grievous and achieving his goal.

"Alright then Count" Grievous said to himself. "If that is the way you want it, fine. I will take this little test of yours. You want me to conquer a planet for you? I will do that and more. You want me to prove I am worthy, then I will. Captain!" he barked at the T series tactical battle droid, which was standing in close proximity to him.

"Yes my Lord" the droid replied crisply as it stood to attention.

"Count Dooku has ordered us to take a system for the Separatist cause. One that is of vital use to the Republic. We have a week in which to achieve this objective" Grievous' said as he turned to face the droid. After a few second his eyes furrowed, enhancing the dangerous slits. "Well … why are you just standing there? Intercept any Republic transmission within this vector of space. Identify all of the planetary systems within travelling distance of this fleet. Show me every piece of Intel we have on the Republic stratagem. You hear what I am saying Captain? Find me a target."

**End of Chapter 1**

Well there you go. I hope you enjoyed the first chapter of this story.

Please review I take all comments. Next Chapter coming ASAP.


	2. Chapter 2

Greetings to all. Here is the next chapter of the _Prove Your Worth _story. This chapter will be slightly longer compared to the last one, so please let me know what you think. I would also like to take this opportunity to thank all of the people who commented on the first chapter, thanks it meant a lot.

This chapter will use characters from the Star Wars expanded universe, so again I disclaim all ownership to them but the events in this story along with a few other characters (the clone and allied commanders) are of my own creation. From now on I intend to try and post a chapter every two to three weeks. I would still prefer to have someone Beta Read each chapter though, so if anyone wants to volunteer or knows anyone who would be interested, please PM me.

Anyway I have said enough on with the story.

_**Disclaimer**:_ I do not own Star Wars

**Chapter 2: The Battlefield is Chosen**

_The Planet Kalee, the Kadok Regions, in the Outer Rim territories._

As the LAAT gunships flew overhead, and some clone soldiers led the Kaleesh natives away from the buildings with their hands raised in surrender, a few lone figures watched from the cover of the native forests. Only one dared to stick his head out from the low shrubs. His name was Bentilais san Sk'ar, he was a khan, entrusted leader of the planet Oben Kaleesh tribes.

Until recently all had been peaceful on the planet, but that had all changed. Not long ago Sk'ar had received word that the Kaleesh's old enemies the Yam'rii (or Huk as they were more commonly known) had been advancing on a campaign of conquest across the Kadok regions. Securing their old colony worlds in earnest, the reports had suggested that the insects were heading straight towards Kalee with all speed.

Sk'ar had not hesitated. Gathering over one thousand hand-picked Kolkpravis to his side, he made all haste to his home world leaving the rest of his army on Oben to defend the planet. His plan was simple: come to aid his people in the defence of Kalee. For all his speed however the gargantuan Kaleesh had no idea that the transmission he had received was days old, and that he would arrive too late to do anything.

After slipping past the Star Destroyer Blockade, (a miracle in its own right) Sk'ar and his army found the situation worse than they had expected. Aided by a Republic army of heavily equipped clone soldiers that numbered in the thousands and five Jedi, legions of Huk had made planet fall. By the time Sk'ar's reinforcement's arrived, only a few remnants of the eastern tribes were left standing. The rest of the Kaleesh population (civilian and militia alike) had either gone into hiding on world where they linked up with Sk'ar and his forces, retreated to Oben or worse been captured.

The warriors of the western hemisphere had made a valiant stand but ultimately been overcome by technological superiority, and sheer weight of numbers. Scouting missions, told Sk'ar and his allies that whilst a good number of their warriors were still being held by the Republic military on world, millions of their people had already been shipped off world to territories now occupied by the Yam'rii.

Sk'ar growled, as he continued to watch. The last few chieftains and holy men, the Kaleesh elite, were forced to their knees hands held up in the air. It was over, the Kaleesh of Kalee had surrendered. Around these seven or eight figures, the clones pumped their fists into the air cheering with triumph, the four Jedi deactivated their lightsabers and the Yam'rii released loud piercing shrieks from their mandibles that rent the air like an alarm. Their version of a cheer. _Damn those soulless ones_ Sk'ar thought to himself, his jaw clenched even tighter as he ground his teeth with rage.

Around him the five scouts also vocalised their displeasure at what they had just seen. Fingers traced the hilts of weapons and their eyes were lit by a fire that could only be quenched by blood. But in the present situation there was nothing any of them could do. They were outmanned and outgunned, Sk'ar knew this and though he was outraged by what was transpiring, he understood that they had no chance and that revenge for his people was not the priority at the moment.

"No" he hissed, as one of the warriors clearly not sharing this realisation aimed his rifle at the enemy forces. Reaching out Sk'ar seized the barrel of the weapon forcing it downwards. "We cannot beat the soulless ones nor these faceless ones here. We are outnumbered and outmatched". With a sigh he gestured over his shoulder, and barked "Fall back". With that, the five Kolkpavris and their Khan shrank into the landscape, with so little noise that the one clone trooper who looked in their direct failed to notice them.

_The Shrupak Temple, Main base for the Republic and Yam'rii forces, near the Ausez Steppes, Kalee._

The command base for the Republic forces was a hive of activity. Conditions were very cramped in the fields around the temple. When the base had been set up the Yam'rii had refused point blank to use the place of worship as a base because it was _'tainted by the blood of their warriors and the souls of their enemies'_. As such the Republic troops had been forced to use spare parts from their ships armoury to build a temporary bunker house. The job had taken several hours forestalling the planets conquest.

Right now though this was but a distant memory. The clones and few Yam'rii present were all carrying out a variety of chores and other activates. From transporting cargo, to guiding landing craft down safely on the makeshift landing platforms. By far the biggest problem though was caring for the wounded. The Kaleesh had proved tough enemies at every encounter but the Kalee campaign had been particularly difficult and gory.

When the Republic had received a plea for help at the behest of the Yam'rii senators a few weeks ago, the clones and Jedi generals had come to aid the defending Huk against what they were told was a Kaleesh uprising. According to the evidence presented within the senatorial chambers following an attack on Tovarski by General Grievous earlier in the Clone Wars, some Kaleesh had launched an attack on the planet Oben, taking it from its "_rightful_ _colonists_". This as the Yam'rii stated was merely: _'The latest in a series of attacks and other degradations, which violated the treaty that this noble Republic had established to prevent such an incursion from befalling the innocent citizens and other peoples of planet Huk at the end of their war with the Kaleesh'_.

This testimony proved to be compelling, and in the end the Senate had voted to send a small army to aid the Huk in securing the Kadok regions. It would as the Yam'rii had put it 'deprive the Separatists of a potential ally and secure a vital trading route for the Republic loyalists'.

Upon rendezvoused with the waiting insectoids on Huk, the clone forces had found some evidence of Kaleesh incursions right across the colony worlds. It mainly took the form of old battlegrounds and damaged Yam'rii settlements. Kaleesh weaponry and bodies were also present this supporting the claim. With this and their numbers bolstered by an army of ten thousand vengeful insectoids, the clone forces along with their five Jedi commanders had set out from Huk to secure the region in the name of the Chancellor.

At first the armada meet with little opposition. There was the occasional skirmish here and there across the colony worlds but nothing to major for the Grand Army and its allies. Within days eight worlds had been secured and were under total Huk control. Things were going so well in fact that on the fifth day of the conquest, the Republic forces made the decision to bring this conflict to an end by attacking the enemies home base.

So it was that they came to Kalee and it was here that the conflict took a whole new turn. Refusing to let their home world fall Kaleesh armies in the thousands had assembled on mass to fight off their would be conquerors. Just making planet fall had proved troublesome for the invaders, but tired of easy victories and small skirmishes frankly the clones were just happy to have a large force shooting at them again.

That had been four days ago though. During that time span many clone and Yam'rii soldiers had been killed, and a number of the survivors were injured in some form or another. But finally as the sun was beginning to set in a reddening sky the Republic commanders received the news they had been waiting for.

The battle for Kalee, was over and it had ended in their victory.

"We did it general" the clone captain told his superiors over the hologram, as he concluded his battle report. "The last of the enemy chieftains have given up. Kalee is ours". These words were met with a cry of jubilation by everyone all within ear shot of the message. Clone troopers and officers cheered and pounded the air, whilst the Yam'rii added their sickening and frightening chant to the chorus.

Somehow over the din, the Jedi master in command of the fleet managed to get his message across. "Very good captain, make sure that the prisoners are treated fairly in preparation for their shipment off world. Also please tell the knights I shall expect them to rendezvous with me in the next two hours. I shall need to speak to them about Oben. Report back in when all is sorted." On the other end of the line the clone nodded, and the transmission ended.

"Well then Jedi general, Master" a rasping hissy voice spoke. The Jedi turned to his right as one of the Huk approached. A gold wreath was wrapped around the thin piece of armour that covered his chest, marking him out as a general in the Huk ranks. "All seems to be going well doesn't it?"

"As well as can be expected in these troubled times" Master Koth agreed with a slight nod, though he sounded rather sad. "This battle marks nine successful conquests within this sector. One more victory and the region will be ours". The Zarbak paused looking over a planetary image of Kalee and then sighed, shaking his head with remorse. "It is a shame when neighbouring systems turn on each other in a galactic conflict like this. I really wish this sort of situation could have been avoided".

The Huk clearly did not share his sentiment. A low hiss escaped his jaws and he then said. "Like you said general, this is war. All of us aaahh sentient's have to choose which side we are on. Some like us choose the right and winning side, others like our foes here today are not so wise".

"He's right sir" another voice piped up, This one was human and came from the commander of the clone forces that Eeth Koth commanded. Clone Commander HY-S0428 of the Clone 42nd legion of the 204th Battle fleet, though he preferred to be known as Willis. "Everyone in this galaxy has to decide where their loyalties lie sir. As tragic as this is the Kaleesh brought it upon themselves. They were given a choice and they didn't make the right one. Therefore as much as it pains me, it is up to us to sort them out and help them see the error of their ways".

Eeth Koth said nothing, but for some reason these words seemed to amuse the Huk general. He opened his mouth and emitted a series of cough like noises that someone makes when their choking. The other two eyed him curiously. After he had recovered the Huk said "Yes, quite right Commander. I find it fortunate to have such wise noble warriors at our side, and I can honestly say that our people will be eternally grateful to you for this. You have secured our worlds for us and helped put this uh rebellion down before it gets out of control".

"Yes ..." Willis said cautiously. "Maybe so but they are tough ones these Kaleesh. I mean they have killed about half our brothers and over three thousand of your warriors general. Compared to this their own losses were minimal. Still like you said their rebellion has been put down now. I can see why you needed our help in this matter too and I can't say I blame you for it."

Willis had meant this as a compliment of sorts but these simple words seemed to anger the Yam'rii. He growled in a clearly angered tone and marched closer to the clone, so that his face was mere inches from the humans. "Are you implying that we are weak, huh clone? Are you seeking to gain some sense of superiority by insulting the Yam'rii?!" he roared darkly.

"No that – that wasn't what I was saying at all" Commander Willis replied sounding pretty confused. The Yam'rii growled at him again revealing pointed tooth like extensions from his jaws but Eeth Koth stepped in between the two soldiers. Resting a hand on each of their chests, Koth nodded to the clone, in an indication that everything would be alright before turning to the Huk.

"I think what the commander meant general was that it was wise of your people to call us in before, this situation got too much out of control. Otherwise it could have resulted in a prolonged war and nothing good can come from that. Only a total massacre on both sides and great unnecessary blood-shed."

"Oh", the Huk's jaws chattered as he comprehended the Jedi's words. His carapace clicked slightly as he nodded "Yes – yes. That is quite right. Un, ha, ha unnecessary bloodshed avoided of course. But uh, ha, lets not worry about past events and what may have been aye?" His armour buzzed like a beetles at the last word, and as it subsided he tried to change the subject. "You will uh, still uhm, still be intrusting the care of the prisoners to us won't you, once this conflict is over?"

"Of course we will, that was part of our agreement" Willis confirmed, although under his breath he quietly added, "As long as you agree to hold up your end of the bargain by sending them to the re-education camps". The Huk eyed him curiously but before he could even begin to comprehend what the clone had said Koth interrupted them.

"That will do for now. Let us not get ahead of ourselves here gentlemen. Remember, we still have one more planet to take before the conflict in this sector is over. Once Oben has been liberated then we can worry about the necessities. For now, I think it is time for us to contact Coruscant and fill them in on what is happening".

_Unoccupied space near the Kadok Regions. The Fleet of Rightful Conquest._

It had been nearly twelve hours now since the fleet set out from Serenno. All commands had been alerted and a ripple of excitement now gripped everyone. Within the command bridge of the Vengeful Star, Grievous had called a council of war. The commanders of each ship were speaking to him via hologram, and with B1 Battle droid AG79 (who served as the cyborgs immediate lieutenant in the field) by Grievous' side they were going through a list of planets within a thousand light years of their current position. Everyone throughout the fleet knew that once this session ended a target would have been chosen, and this division of the Separatist war machine would move on the path to war!

It was TS-192 that was standing next to the holo-projector offering up all available intel on each system as it came. The list was long and arduous. Currently, barely one tenth of it had been covered but it had offered up everything, from vital republic outposts to important refuelling and space stations. A list of Republic ally systems had also been provided and included such species as the Hutt's. Right now the system up for suggestion was Malastare.

"… which is why this vital fuel resource should not be ignored. Its capture would mean a huge success for the CIS forces" TS-192 concluded.

A storm of nods and choruses from the battle droids followed this announcement. Grievous alone did not move, he stood, one arm crossed over his chest as he tapped his chin with his other hand. Around him the soldiers shouted things like. "Hear, hear!"

"He is right. Let us head up and onward to glory!"

"Of course. If we take Malastare that is sure to win the favour of Count Dooku".

Yet these words had been repeated over and over again (at each suggested target) and it had now gotten to the point that it was annoying. And for once it wasn't just the cyborg general who was becoming frustrated.

"Oh be quiet the lot of you! Sometimes I wonder if you use the brains you were created with" AG79 cried shaking his head at his subordinates. Turning to Grievous the droid spoke openly, "I apologise my Lord but I really must protest against this system as our selected battle zone. I do not doubt your skills and tactics for one second but we cannot forget that our previous attempt to conquer Malastare was a complete disaster. An army more than four times this size was wiped out in a single skirmish and the Republic are sure to have entrenched themselves even deeper into the planets surface this time. Based on this hypothesis against our available forces I would like to suggest that we look for an alternate battle zone."

Grievous stared back at AG79, completely silent except for a few deep rasping breathes. The fact that the droid had spoken out so openly in a way that could potentially challenged the opinion of his overlord was enough to make the other droids nervous. More than a few vocalised their concern, whispering things like, "Uh-oh".

"Did he just say what I thought he said?"

"Who does he think he is to challenge the might of General Grievous?"

"Oh boy, he's gonna get it now".

"SILENCE" Grievous shouted and the rest of the droids stood rigidly to attention. A low hiss escaped Grievous' ventilators not out of frustration but consideration. "At least someone within this fleet has some form of sense. It is nice to meet a droid that actually thinks with his head for once. You are quite right AG79. Malastare is too well-defended, if we are to win this conflict we need a better target. Therefore I suggest you keep looking captain".

"Yes my lord" the tactical droid nodded, before turning to the data pad it held in one hand and examined it closely. Scanning it with a speed not capable for an organic, he turned to the main terminal, punched in a series of codes and waited for the data to run. Seconds later the image of Malastare vanished and was replaced by the image of another system. "In that case might I suggest this planet sir", TS-192 gestured at the projection of a lush tropical planet covered in green jungle. "Felucia has proven a key strategical outpost between the outer and mid rim worlds sir and its natives are an important ally to the Republic. Taking this system would demonstrate just how much …"

So the rambling went on with the T series droid, providing a list of key factors that would benefit the CIS in the taking of Felucia. Meanwhile just behind the fleets high command, two of the Vengeful Stars pilot droids were talking to each other. The pair, stood in front of a terminal, were picking up a frequency on the radar. Up until now all had been quiet on the monitors, the suddenly this signal had appeared from a location, behind the fleet. Scans confirmed it was a transmission of some kind and was aimed to be long range. Now the two droids were arguing quietly as to who should be the one to tell Grievous about it, for if it turned out to be nothing important the messenger would surely suffer.

In the end the droid on the far end gave his counterpart a sharper nudge. Staggering the loser, looked between his partner and Grievous. "Uh, uh" the droid stuttered for Grievous was now shouting, _again_. Clearly TS-192 had not done a good job at convincing him to attack Felucia. "Oh boy" the droid whispered to itself. Then with as much confidence as he could muster the droid said "Uhm Sir …".

The droid flinched as Grievous span around to face him. In fact the entirety of the fleets command turned to look at him, making the droid even more uncomfortable. Grievous clearly angered for being interrupted narrowed his eyes malevolently at the robot. "What is it droid? Can't you see that we are in the middle of a meeting?" Grievous snarled. Ok, he wasn't just angry, he was fuming.

"Uh begging your pardon sir" the droid said nervously, "But you told us to let you know if anything happened. We are uhm, we're picking up a weird transmission of some sort. The wave lengths don't match any of our known signals, so we think it could be a Republican code."

This news caught the attention of the commanders now. A republic transmission, here? They were in a remote empty section of space, the code couldn't be a stray could it? "Have you been able to trace the point of origin?" AG79 inquired pointing at the terminal.

The pilot shook his head, "Still working on it sir, but the wave lengths and matching to previous records indicate that of a long range transmission. If it, if it is a Republic transmission it is likely that this is a message aimed at somewhere deep within the Galactic core worlds."

It was an interesting conjecture, but there was only one way to confirm the hypothesis. TS-192, AG79 and the rest of the commanders turned to Grievous, he was the overall commander and the decision of what to do lay with him. The cyborg's eyes flickered from one direction to another as he considered the possibility. Deciding there was nothing to lose from this but a lot of potential for resource gain, Grievous nodded. "Very well".

He pointed at the pilots terminal, and then behind him at the holo-terminal. "Intercept the message and patch it through. If it is a Republic transmission it could provide valuable intel for us!" He turned his back on the pilot to the screen.

"Yes sir" the droid acknowledged. Returning to his terminal he and his partner started typing quickly, so as to filter and intercept transmission and make it translatable. A few loud beeps rang out as they did this. They had no problem with intercepting the transmission, and a few seconds later the image of Felucia vanished and was replaced by a small picture of a male Zarbak standing in the epicentre of the terminal.

"… an anyone hear me" the man in the hologram was saying. "Repeat this is Master Koth, calling the Jedi Temple can anyone hear me?"

Grievous' eyes narrowed, "Koth!" he growled. He was not sure how to feel upon seeing the Jedi foe that had escaped him, earlier in the Clone Wars. A second later however a series of other images popped up around the figure of Eeth Koth. At least eleven individuals from a multitude of species, all seated in the same furnished metal chairs.

Grievous drew in a deep breath, he had heard tell of this group but never seen them together before, the Jedi High Council. He recognised a few of the individual's, for he had engaged them at some point during over this year long conflict. Aside from Eeth Koth, he saw Masters Adi Galia, and Plo Koon. Also present was his arch rival Obi Wan Kenobi. There were images of other would be victims as well, Shaak Ti and Aayla Secura. Yet it was the human male on the right side of his other victim Ki Adi Mundi that responded to Eeth Koth's message.

"This is Mace Windu of the Jedi Council, we are receiving you loud and clear Master Koth". The serious tone of the voice faded, and the man nodded towards the Zarbak. "It is good to hear from you again old friend".

"You too, Master Windu" Koth bowed his head, the smallest of smiles appeared on his face. A few seconds later a clone soldier entered the fray and stood next to the alien. His helmet had been removed, allowing everyone to his face which was identical to the late Jango Fett's. He greeted the Jedi Masters, "Greetings to you too commander. I take it that since you are contacting us all is going well on your front?"

"As good as can be expected Masters" Eeth Koth replied, "What is the status on the Republic forces."

It was Obi Wan who replied "They are as good as can be expected at the moment I am afraid."

"Or at least as good as can be expected in the middle of a galactic conflict in which virtually every system is divided up by war" Master Plo Koon voiced.

"But for the moment all is well on the battlefield" Shaak Ti added.

"Holding their own, our forces are but no sign of ending to this conflict there is" the small diminutive form of Master Yoda added.

Grievous watched each figure carefully on the hologram, so as to follow the trail of talk. He gave each being within this projection a look of pure hatred. Although he had never met some of them in person he resented each and every one of these figures for what the were. "Ha! Stinking Jedi_" _he spat coldly.

Commander Willis was nodding. "Well I guess that this is as good as can be expected at the moment sirs."

"Yes commander, but progress is still to slow. We need to start achieving some key victories if our forces are to have any hope of winning this war" Aayla Sakura stated.

Most of the Jedi Council nodded in response to her claim. "Then it is important for us to take every victory where we find it" Master Koth stated. "It may not be an entirely key victory but it's a start. I am certain that the conflict in the Kadok Regions will soon be over. I have just received word that the last of the chieftains on the Eastern hemisphere have surrendered. I am happy to report that Kalee has fallen and is now under Republic control".

Grievous caught his breath, and flinched visibly. "What?!" he gasped in a strangled tone. AG79 and the other droids who heard this turned to look at Grievous. He was standing very rigid and staring transfixed at the hologram. His eyes were wide open, not with anger but ... shock.

Unaware that their transmission was being intercepted, Master Windu proceeded to offer his blessings. "This is welcoming news Master Koth."

"Thank you Master Windu but I feel that your gratitude should go to our soldiers …", even on the pale hologram it was impossible to mistake the clone flush a little with embarrassment. Koth continued to speak "Without their sacrifice and skill victory would have been impossible. Or at least a lot more difficult without the assistance of our allies". He turned to look off screen, and a second later another alien popped on screen. Taller than the other two and hunched over slightly the Yam'rii's jaws were hanging open in what the council assumed to be a smile, but looked a lot more like an nasty snarl.

A few of the Jedi had to work to keep their faces straight. Grievous on the other hand, made no such effort. His face transformed in a second, changing from shock to anger and then rage. "Yam'rii?!" he hissed dangerously, and everyone on the bridge of the Vengeful Star (and quite a few on the other ships who heard him via the hologram) turned to look at their commander. Whether in the flesh or via projection it was impossible to miss the dangerous level in Grievous' tone.

"I agree" Master Windu concurred, "This really is welcome news, good work all of you. And of course we must extend our gratitude to you and your people General Mal."

"Oh ha, ha, it was nothing Master Windu, nuh ni" Mal said in his clicking raspy voice. Grievous growled as he gave the insectoid a particularly nasty glare. "We are just doing what we can to help our dear Republic allies. It is our way of saying thanks for the help you provided for us at the end of the Huk War".

At the mention of that conflict Grievous started to tremble; such was the intensity of his anger. How dare that … that … creature, how dare he! Of all possible things ... he had brought that accursed thing, that nightmare into the conversation. _How dare that soulless one_!

In his anger Grievous had missed part of the conversation. By the time he came back to reality it was Willis who was talking "… killed over half of our brothers and three thousand of the Generals troops here" the clone was saying. "In the end we got the chieftains cornered just outside their capital city. With them captured the few remaining forces surrendered."

"So the war in Kadok is over then?" Shaak Ti enquired.

"Not yet, first we have to secure Kalee. A few of the natives still escaped into the wilds but our forces are working on rounding them up. In the meantime our forces are going to regroup and rest. Then tomorrow morning we shall move on to the planet Oben. Once that system has been taken the war will be over in this sector" Eeth Koth explained.

"Yes, yes. Rest assured, master Jedi, once the system is ours, the area will have been secured. Then once we are established we shall repay your kindness by ensuring that all of the resources that we Huk have to offer will be open to you for use in this war."

"Grateful for this, we are, General Mal. Helpful every resource is" Master Yoda said thankfully. The Yam'rii bowed its head a long raspy purr emanating from its carapace. It was a sickening sound.

"What about the Kaleesh?" Master Plo Koon chipped in. "Do not forget that they are just as much victims in this as any other force that fights against the Republic. It is vital that we ensure that they are treated fairly so that they will not rise up like this again."

The clone shook his head. "Don't worry, Master. All of that has been sorted. As soon as this conflict is over, we will ship out to the next conflict zone, and the Yam'rii will be left in charge of the Kaleesh."

"**_Wha!"_**

"Yes, yes" the insectoid said slyly. "We are uhm intending to establish a permanent settlement on all of the worlds in this region" Mal explained. "We recognise that these worlds are of vital strategic importance due to their proximity to trading routes. Therefore we shall defend them for you and uhm see to it that the Kaleesh are put to good use."

"**_AAAAAARRRRRRRRRRRRHHHHHHH_**!" Grievous was bent over so that his body was at a right angle, and emitting a roar so loud it seemed to shake the entirety of the Vengeful Star's bridge, making the thick glass windows rattle. His six fingered hands were balled into fists like a boxer as he glared shaking with rage at the hologram with a look of absolute furry. Every Separatist, droid and organic alike jumped and took several steps away from him. Even those who had served under Grievous before had never seen him this angry before and even the Magna Guards appeared to be rattled.

"Yes that does sound like the best course of action" Ki Adi Mundi nodded. "As soon as the Kaleesh have been defeated, we should send the clone forces elsewhere and leave the Yam'rii in charge. We can then focus our efforts on winning this war".

Most of the Councillor's nodded. "Agreed. A great tragedy this conflict is but a necessary step on the path to victory, this act is" Master Yoda said.

"Oh, ho, ho. Don't worry my dear Jedi friends, ho, ho, ho" the Huk general chuckled, his mouth opening and closing rapidly in a disgusting manner. "Peace will soon reign across Kadok thanks to you, and we have already made a start to ensure that it stays that way. We have started shipping the Kaleesh off world, so as to distribute them over the colony worlds. There they are being re-educated and put to work with the purpose of aiding our people. We shall ship more off at dawn tomorrow just before we leave. Once Oben is ours, we shall take good care of this sector for you and help the Kaleesh to see the error of their ways. Just as soon as, the sector is completely ours we shal -"

The rest of the transmission was cut off however, Grievous had snapped. At the mention of what the Jedi had done and were allowing to happen to the Kaleesh his anger could take no more.

"_**RRRRRRRRREEEEEEEEEE YYYYYYYYYYYYYYAAAAAAAAAGGGGGGGGGGHHHHHH**_" with a fire burning in his heart, Grievous lunged at the terminal and in an absolute fit of rage smashed it with both of his fists. The image died immediately but simply smashing the equipment wasn't enough. The cyborg laid blow after blow on the device with his fists, holding nothing back and when he could no longer reach it easily with his hands he used his feet instead, stomping on it with all his might.

He kept on screaming the whole time and he did not stop either punching or screaming until he had reduced what had been a working terminal mere moments ago into a twisted heap of scrap metal. Grievous drew deep heavy breaths which echoed throughout the silent bridge. Everyone was staring at him but he ignored them, though those within Grievous' eye line cowered fearing he might attack them next.

Grievous had not felt this depth of anger in a long time. Not since he was whole, before that terrible ordeal which left what remained of his body being bound to metal just to keep him alive. Since the death of his beloved at the Huk's hand during the time of the Huk war, or the anger he felt when the Jedi imposed those harsh crippling treaties on Kalee. Or the pain and anger he had felt at the death and starvation that followed this, the depredation that had befallen his family, his wives, his children. Images of these events flashed before his mind. Blood pounded in his head as Grievous stood straight with a deep hiss. His mind was made up and he knew what he had to do!

"Captains" he barked commandingly, and everyone flinched at the sound of his voice. A few of the command droids actually did back away from him. Even AG79 took a few steps back as Grievous stepped out of the rubble towards him. Sweeping his hand over each of them and then clenching his hand into a fist Grievous gave a declaration, "Alert all commands and set all stations ready for battle. We have our objective. We are to liberate Kalee from the Republics hands."

"But sir -" AG79 protested, "Our objective is to conquer a system of vital use to the Republic. Kalee is nothing more than a backwater system. Unless we were to capture the rest of Kadok, it is of little strategical use to us. Count Dooku would never -"

"I DON'T CARE ABOUT THAT!" Grievous shouted and he smacked the droid across the head with his fist. In typical fashion his punch was so strong that it took the droids head clean off. AG79 crashed to the ground dead, and all of the other droids backed even further away looking at the remains of their leader. At least until Grievous spoke again, then their attention returned to him.

"Our priorities have changed" he told the rest of his shaken crew. "This mission is still a campaign of conquest. Now though we have a new motivation: vengeance. It is time for me to settle an old score". He looked over his shoulder and stared briefly at the terminal. Then he gave his instructions.

"Captains prepare to move out! Tell all units that we are heading for Kalee. Send out Vulture and Tri droids ahead of us to act as scouts so that we know what we are dealing with. THAT IS AN ORDER!"

Nobody dared to argue with him. As one the droids saluted and acknowledged. "Roger, roger" came the series of responses and as one the machines turned to their pilots to set about carrying out their masters orders. This did not take long and within a minute the four ships within the Fleet of Rightful conquest began to list to port so as to make an accurate jump. Outside Grievous saw several Droid star fighters returning to base so as to ready for the hyperspace jump. Others fighter units that had hyperdrive capabilities flew overhead and started making jumps ahead of the main cruisers, to scout out Kalee.

"Good" Grievous hissed darkly as he watched this. "Captain" the T series droid approached and stood ready for orders. "How long will it take us to reach Kalee from here?"

It only took a few seconds for the droids to calculate the answer. "It will take three Galactic standard hours for us to reach the planet sir. If you wish it my Lord, I will make all necessary calculations to see if we cannot reach Kalee faster"

Grievous considered the possibility, but then reluctantly decided against it. "Aagh. No do not bother yet!" he said slashing the air with his right hand. "If the Republics forces stick to the schedule they relayed in that transmission we have a minimum of eleven hours before they next act. Besides, we do not know what we are dealing with at the moment and must proceed cautiously. I will not risk the safety of my planet nor my peoples without a strategical advantage!"

TS-192 looked at him. "Your - your people my Lord?" but Grievous did not answer him. Indeed he had turned away from the captain and was once again barking orders at the other commanders.

"Captains exit hyperspace twelve parsecs from Kalee and then wait for instructions before you deploy any further. As soon as the scouts report in let me know. Make sure you gather every piece of information and present it to me. Now do as I command and _you_ …" Grievous pointed to a B1 battle droid on board the Vengeful Star, whose red paint marked him out as sergeant.

The droid looked around nervously as Grievous lowered his arms. With a quick glance at the now destroyed AG79 he nervously fixed his gaze on Grievous. "Uh –uhm, yes, yes sir?" the droid stuttered noticing how his four companions were backing away from him, so as to be out of the reach of Grievous' furry. However it was not words of anger that the cyborg had to say.

"Congratulations, you have just been promoted!" The cyborg then gestured at the remains of AG79. "Now get some units to clean up this mess and then prep all of your troops for battle. _You_ are now the acting fleet commander of battle droids!"

"Uh, uh. Thank– uhm thank you sir" the droid stuttered, not quite sure what to make of his sudden promotion to Grievous' chief lieutenant. Grievous ignored him and with a swish of his cloak stalked out of the room, accompanied by his Magna Guards. Behind him the droid pilots were ready and spoke over an intercom "Ok, all systems set. All units standby!" and with the Vengeful Star at its head the fleet of Rightful Conquest jumped into hyperspace.

**End of Chapter 2.**

Well that is the second chapter of this story done. Please let me know what you thought about it.

Once again thanks to all who commented on the last chapter and I promise Chapter 3 will be coming out soon.


	3. Chapter 3

Sorry for the delay folks, but I have been quite busy in the run up to Christmas, as such I am publishing this chapter right at the end of my self-set deadline. Anyway I hope that you all had a good Christmas and so as a treat, here is the third instalment of the _Prove Your Worth_ storyline. Warning it's quite a big instalment!

I will just say that I have had to do a lot of research for this chapter so as to portray the characters in the best way possible, so please let me know what you think about it.

As a little note I already have the rest of this story planned out, and this chapter marks the half-way point. Also once this story is completed I shall review the whole thing again in order to correct any spelling mistakes and re-write some sections.

Any way I have said enough. Please enjoy and don't forget to R & R.

**Disclaimer:** As usual, I do not own Star Wars.

**Chapter 3: The Battle for Kalee: Part 1: - The Second War Begins!**

_The Kaleesh encampment, somewhere within the forests, several leagues away from the Republic Base._

Night had descended across the surface of planets eastern hemisphere. Although warm and relatively tranquil the darkness offered no comfort to the planets native populace. Instead it hung high in the air, like some cruel thick cloak, broken only by the occasional array of stars and the reflective surface of the planets moons. In the present situation it was a twisted illusion, one that deepened and ushered in a reflection of the tragic loss that had been dealt and the pain that every being within that plain felt.

Huddled around their campfires the mass of kolkpravis were silent, most to them were cold and hungry, but very few of them dared to speak about it for these were the least of their worries. Many of the warriors (both male and female) had been born and trained on Kalee. It was their home world, their spiritual epicentre, the place of heroes and fallen warriors. And now it had fallen, decades after their enemies, the Yam'rii, had ended the original conflict of the Huk War through an act of treachery, it had come to this. Their foes had returned, with a Republic army at their side, ready to take back the colony worlds anew.

Caught off guard and unprepared for the ensuing conflict, any Kaleesh settlement that had gotten in the way of this army, across any the colony worlds had been swept aside. A few individual Kaleesh had been lucky enough to fall in battle and to die with the honour of defending their settlements and their loved ones. But this was only a minority, the rest of the populace had not been so fortunate. With the backing of the Republic millions of Kaleesh (warriors and civilian alike) had been shipped off world, for the supposed purpose of re-education and learning under the Yam'rii way. Yet this was a down right lie and every kolkpravis within the camp knew it, but then again deceit and bribery had worked for the Huk once before.

The warriors within this campsite had been lucky so far, originally based on Oben they had avoided the immediate slaughter and advancement of the Republic. But when word had got out that their home world was threatened none of these warriors had hesitated. Answering the call of their Khan these kolkpravis had joined the liberation act, and rushed on mass to their birth place with all speed. And now they learnt that there arrival had come too late. The millions of warriors that had formed a united front of all of the tribes from across Kalee's surface and had gathered in the planets western hemisphere were gone, whether dead or shipped off world it did not matter. And now today the last few thousand warriors of these warriors that had managed to retreat following the initial slaughter into the planets eastern hemisphere had been caught, and were now being prepped to join the rest of the population off world.

This was why these Kaleesh mourned silently. All of that effort, that mad rush and desire to act had come too late. Now without food or shelter these few tribespeople had nothing to do but wait. There was no question as to whether they would die; it was now just a matter of when and where? Even on Oben they stood no chance of standing up to this vastly technologically superior army. Their situation was as forlorn as it could possibly be. So most just sat staring into the flames hugging their cloaks tightly around them, whilst those who dared to try and get some rest were forced to use stones as make shift pillows and use their cloaks as blankets.

One of the many figures who did not intend to sleep this night was Sk'ar. Leading by example the Kaleesh khan had taken up residence in the exposed area of some ancient ruins. Now seated at the top of what must have once been the magnificent staircase of some grand temple of their ancient ancestors which had now been reduced to rubble with only six steps left intact. The bulky Kaleesh warrior sat huddled and hunched over upon a large slab of ruin, unfolding a map. A giant leviathan by Kaleesh standards, Sk'ar made no complaint at the discomfort he endured. Around him the six guards that were watching over him turned away from the guarded encampment so as to listen in on the recent reports, which the scout leader had brought to his master. Without the aid of holo technology the map was hastily drawn and sketchy. Yet as it was placed onto the second much thicker slab in front of him Sk'ar knew that it would suffice.

"What is the news, captain?" he asked the much smaller less finely tuned warrior.

With a glance at his master the scout explained their recent findings, pointing to relevant sections and sketches drawn across the map. With each second it became clear that he did so with a heavy heart.

"Our scouts report that the Republic have now established another base, my lord. That brings the total up to four. It appears that this new one serves as the Republic's main command centre, for it has been erected around the Shrupak Temple itself. This means that it is right in the middle of their command posts, with two smaller entrenchments on either flank, at the top of the Ausez steppes and the sea to north. A much larger encampment to the south at the second mouth of the Stabolaz Gorge blocks off the last possible entrance, making the base virtually unassailable."

Sk'ar growled. "Cowards!" he barked, "Have they no shame for desecrating our holy bases? Raahhhh!" His dark red eyes scanned the map quickly, taking in the topography and surrounding geology. A few seconds later he jabbed the two images of the smaller outposts with his index finger. "Are you certain that there is no way we can assault Bravo or Echo base, so that we might launch a flank attack, against this new command post, this … Huk Maltreatment?"

The scout shook his masked head sadly. "No sir! My forces and I covered a very large area around both bases, but the Republic have entrenched themselves in deep. Without air support and heavy artillery the only solution open to us is a direct assault, which would be suicide. Both bases are so heavily armed and manned that we would be cut to pieces before even making contact with the enemy troops. Even if by some miracle of fate we were able to accomplish this, the Huk need only call upon the troops from their other bases and we would be done for. What is more … " he added nervously, "We have heard that our brethren have been rounded up and that they will be taken to the Fields of Banen tomorrow to be shipped off world."

"Yes I have heard" Sk'ar told him. The Khan's knuckles cracked as he dug his fingernails into the limestone surface. He had always known that this would be the case after he made planet fall, but had hoped against hope that there might be something. One piece of terrain or escarpment that their enemy may have overlooked and small vestige of hope. Yet it was not to be, the situation was as pitiful as it seemed. Never the less he scanned the map one last time, hoping that some solution would present itself. He found none.

"AGH!" Sk'ar threw the map away from him, and smashed both of fists against the rock, it was his gesture of mourning. None of the other Kaleesh bothered to pick the map up. Their attention was now focused squarely upon Sk'ar. It was his command that they now waited for, his word, which would determine their fate.

"Do you want me to rally the troops for one last assault?" the scout asked, as if hoping that this might help his master assess the situation.

Sk'ar sighed, "No warrior, there is nothing to be gained in leading our troops into a pointless slaughter. Even if we did manage to rescue the rest of our forces the Republic would just be alerted to our presence and even with those reinforcements we do not have the means to evacuate everyone safely." Sk'ar looked up into the sky, in to the face of one of Kalee's moon.

For a moment all was silent once more. Then with a deep animalistic rumble in his throat, Sk'ar sighed again, and turned to the troops. "No soldier, there is nothing more we can do here", he drew a deep breath and then reluctantly issued the order he had hoped not to give.

"Take some scouts and watch the perimeters, I don't want any surprises during the night. Tell the rest of the troops to get ready; we head back to Oben at first light. The many millions of Kaleesh there still need our protection. There on Oben we might stand a chance. If we can hold these Huk and the Republic dogs off long enough we might be able to win this war, then we can worry about freeing our people. You are dismissed".

The scout commander placed a hand over his heart, in a gestured of salute and left. Sk'ar ignored the saddened resigned look of his guards, and stared at the ground hopelessly. Then his hands balled into fists and with his arms held up at right angles Sk'ar opened his mouth and let out a roar of anger and of hatred. Not just for the Yam'rii and their allies but for himself as well.

_The Republics main, surrounding the Shrupak temple, Kalee. Known as The Huk's Reprimand by the Yam'rii._

The situation at the Republic's main base could not have been any different when compared to that of the natives. Across the whole of the Republic command (not just this base but all platforms of operation) the victors were celebrating. Although they lacked the essentials and supplements expected at the end of a successful conquest there was an unmistakeable buzz of excitement and essence of cheer within the air.

Every trooper was warm and well feed, and those off duty looked forward to a good few hours of rest and respite before shipping out to the next conflict zone in the late hours of tomorrow afternoon. Other clones and Yam'rii who were less fortunate enough to escape the rapid requirements and demands of manual labour celebrated in their own way, via broad grins and happy comments and the occasional pat on the back.

Jokes and cheers were being exchanged whilst the high pitch of joyful laughter filled the air across Shrupak or Huk Reprimand as General Mal and his troops decided to call it, in a form of mockery to their fallen foes. Even the Yam'rii seemed to have let go of their harsh temperament now that the biggest hurdle had been leapt over. They seemed far more relaxed and talkative, adding their sickening chitter to the otherwise wonderful spectacle. Aside from this all was quiet amongst the troops, all that they awaited now was the instructions from their masters in order to bring the matter of Kalee to its long overdrawn conclusion.

The said commanders were currently gathered in congress, deep within the main nave of the Shrupak Temple. The room had no windows, allowing a nice warm breeze to flutter into the otherwise cold space. Around the twelve figures were vast, larger than life statues of male and female Kaleesh holding up various weapons, indicating the warriors preference. Carved out of rich white limestone each ornament was polished to such a degree that even in the limited light they lit up the otherwise dulled chamber. Perhaps that has been the intention.

Five of the figures were the Jedi, who were standing in a semi-circle with Master Koth at the epicentre. On their left stood Clone Commander Willis both hands resting on his hips, flanked on either side by two clone Lieutenants. On the Jedi's right General Mal, stood erect and tall, grinding his teeth with satisfaction. Next to him stood a slightly smaller Yam'rii, with a greyish carapace and bulging yellow eyes. This individual appeared slightly more nervous that Mal, as he followed each word of Master Koth's conversation with bated breath. Finally, directly opposite Eeth Koth was a small R unit, which was currently projecting the image of a human man onto the scene. His crisp and clean uniform marked him out as a Republic Admiral and indeed he was in charge of the small Star Destroyer fleet, which currently orbited Kalee's eastern hemisphere. His name Admiral Winston Namlick.

"So the situation has not changed Admiral?" Koth was asking. The meeting was now drawing to a conclusion, and all of the major issues had now been resolved.

"Not at all Master Jedi" the Admiral replied cheerily, "Nothing has changed since we made planet fall. No ships have been detected arriving or leaving Kalee. I know I can't exactly vouch for the Western hemisphere but due to the lack of activity I think it safe to hypothesise that the same situation goes for there as well."

"If I, uhm if I might be so bold Admiral" the skittish voice of the grey Yam'rii said apprehensively.

"Yes Senator Derm?" Namlick asked inquisitively.

"Don't uh ha. Don't you think it might be a bit more practical to send out some patrols just to make absolutely sure that the planet is indeed secure?"

Admiral Namlick chuckled slightly, "Ha huh, uhm well my dear senator if I may be so bold as to speak openly to you, I must say that I don't see any need for it. Ha, ha I mean, our ground forces alone would be able to stand up to any force the Kaleesh throws at it and with the fleet positioned ever so close to you current position …"

"Pardon me Admiral but I think the Senator does have a point. I mean it couldn't hurt to make absolutely sure now could it?"

Namlick bit his bottom lip slightly as he considered the possibility. "Well … yes, I suppose not. Alright I guess that you are right commander. If you like …"

"It is not a case of whether we like it or not. Just see that it is done and now!" General Mal barked, "Our ambassadors will be arriving on this pitiful state of a swamping ground to make sure that the world is suitable for resettlement. Tomorrow, need I remind you, once we have given the all clear. We can afford no fool ups therefore I suggest that you get off your otherwise incompetent backside and make sure that the Kaleesh slime …."

"General Mal please peace! I don't think the Admiral meant to offend anyone". The voice belonged to Jedi Master Sashi Betrini. A human female in her late-thirties, she had short shoulder length brown hair and a beautiful rounded face with fair hazel coloured eye. As wise as she was powerful, she often a tendency to be the voice of reason in a troublesome situation, owing to her calm demeanour. This was just one of many factors that made her a force to be reckoned with, because aside from Eeth Koth she was the only other Jedi Master on the planet.

Not drawn in by her subtle soothing words or calming demeanour, Mal demonstrated his rage by emitting a low hiss. On the other end of the line Admiral Namlick appeared a little uneased. "Uh hum. Ah uhm yes well, since you put it that way, I shall see to it right away. Do you concur Master Jedi?"

Koth kept his face neutral but nodded. "I do not any objection with this matter. Do any of you?" the Zarbak turned to the three remaining Jedi, who all shook their heads though only Jedi Knight Kolback Nil'bitmi, an Anx male said "No". Koth nodded a second time.

"So be it. Admiral will you see to it please". Winston bobbed his head and promised to get Blue Squadron on it right away. "Excellent. Then it is settled, tomorrow morning once all of the remaining Kaleesh have been shipped off world, we shall set course for Oben, in order to end this war. General Mal, you can then oversee the resettling of your people upon the Colony Worlds, whilst the rest of us head off to the next conflict zone".

Mall sniggered drawing the attention of Senator Derm. The others ignored him and were now focused on each other. "Hopefully by this time tomorrow the conflict in this sector will be over. Until then we have to deal with all matters great and small. Master Soltark, have you briefed your Padawan?"

The question was directed at a second Jedi Knight, a large pale skinned Devaronian male with who had two short stubby horns protruding from the dorsal end of his cranium. "Yes master, Hurok has been briefed and is ready to carry out his mission, aren't you?"

"Yes Master" the human male in his late teens confirmed, "And if I might say so, I would like to thank all of you for choosing me to carry out this mission."

"Ha" General Mal spat, "Don't get any funny ideas boy. This is not an element of trust, it is more a necessity."

"Never the less" Master Soltark raised his voice slightly, "Padawan Hurok Nabalam has proved himself very capable these past few days and I can think of no one else I would rather have alongside both our troops and yours in the overseeing of this exodus General Mal"

For a while the pair stared at each other, before finally the Yam'rii shook his head. "Ha" he spat. "If you say so!" With that he turned his back on the others and made for the sole exit at the back of the Nave. His taloned feet clicking against the surface with each step.

The others watched him go, before Senator Derm put up a small excuse and ran off calling out to his field commander. For a moment all was still amongst the Republic high command, although the Admiral whispered his discontent for his insectoid allies only Kolback dared to voice that the Yam'rii's anger though misplaced was never the less justifiable. "They suffered a lot of casualties at the end of the last war. I think it is safe to say that the promise of peace has gotten to him in some form or another."

"Yes but even so …" Namlick said doubtfully, "There is something I don't like about those Yam'rii. They seem to bloodthirsty for my liking, and their fixation upon winning this war. It just seems to out of place to me, all to suspicious."

"Maybe, but these are not our matters to dwell on" Master Sushi said gently with a small smile on her face. The Admiral had to work hard to hide his blush. "It is getting late maybe it would be best if we all got some rest" Sushi continued.

"I agree" Master Koth acknowledged. "Hurok, go and get yourself ready. You are to take the troop detachments and lead the prisoners to the fields of Banen in two hours. Make sure you are prepared young Padawan for this will be your first major mission alone."

"Yes master I will" the young man said.

Outside, Senator Derm stepped away from the entrance to the self-proclaimed council chamber and rushed to catch up with Mal who was not to far ahead. The two Yam'rii whispered to each other as they made their way down the long corridor.

"Well do they suspect anything?"

"If they are do then they're keeping quiet about it" Derm said fearfully.

"Good" Mal hissed, a sly grin distorting the features of his face. Derm however still seemed uncomfortable with this situation and the site of this made the General unhappy again. "Oh what is it now Senator?" he asked, not bothering to conceal the discontent in his voice.

"You know what 'it' is Mal!" Derm said darkly. "What if they do find out about this, hey? I mean it's not like we can hide this forever. The Jedi have powers we cannot even begin to comprehend. What if one of them were to read our minds and discover that we …"

"What? That we fabricated the whole thing?" Mal inquired. The Senator didn't answer him, but a tingle did run across his carapace as General Mal threw back his head uproariously. "And how will they do that eh senator? They have no reason to suspect us at all for we have acted in no way out of term. We are perfect allies. Besides" he leaned in sneering with pleasure as the weaker senator hunched over with fear. "Our allies in the Senate will work to keep the Jedi quiet. It is guaranteed, is that not what you told me Senator?"

Feebly, the smaller Yam'rii admitted that it was so. "Good, ha, ha, ha" Mal chuckled. "Then stop worrying about it Senator. Kalee is now ours and the when they learn that their home world has fallen, I am of no doubt that the Kaleesh on Oben will be less than willing to continue this war. No I think that within the next forty eight hours everything will have been resolved and then we can focus on the main task at hand"

"But the Republic …"

"It will be too late by then. Once Oben is ours again, the Jedi will move on and our issues will be resolved. Besides even if they did find out, it would be too late for them to do anything about it. They have more important things to deal with and if it ever did come to conflict, we would be more than ready to deal with them by then. So stop worrying Senator. Either way we win."

"Uhm … Yes" the Senator said, though still sounding unconvinced. Deciding it would be best not to argue any further though he simply held out his right hand towards Mal and said, "To the long and prosperous reign, of the Yam'rii Empire!"

"May it last long!" Mal rounded off, shaking the Senators two digit hand. With that the two insectoids stepped out into the moonlight and went off to speak with the troops.

_Meanwhile, as the Republic forces settled down for a goodnights rest, a figure patrolled the forests some distance away._

Flanked by eight Magna Guards who carried electro staff's, Grievous trudged the old and familiar paths hidden deep within the canopy of the forest. It felt like an eon since he had last taken these steps, and back then he had been whole with no knowledge or care in the world, except for the preservation and sanctity of his people on the day of that terrible accident, which had led to his transformation.

The cyborg made no noise as his taloned feet walked across the soft foliage, such was his knowledge and familiarity with the area. The Magna Guards were less cautious and as far as Grievous was concerned, they were making enough noise to wake the dead. The cyborg span around to face them, hand outstretched with the palm bared, "Be quiet!" he barked at them and the droids stilled.

With silence restored, Grievous turned away, and with a sigh he shook his head. Did these droids have no concept of cautiousness? He certainly hoped so, for the element of surprise was crucial here. The CIS fleet had arrived at Kalee some hours ago. Following the data gathered by the star fighter scouts they had positioned themselves in juncture to Kalee's western hemisphere. With the planet between them, Grievous hoped to belay their detection by the Republic's forces.

With that concern out of the way, Grievous had decided upon an unusual course of action. He and a small band of guards would descend to the planet's surface in a single shuttle, flying low over the jungles to avoid detection until they found a suitable place to land in the eastern wildernesses. The cyborg had opted for this strategy for two reasons. Firstly Kalee was his home and he did not wish to go charging straight in thus it bring further hurt to is people. Secondly, this was his mission, and if he was to prove himself to Dooku, Grievous needed to lead by example. And so, leaving TS-192 in charge of the fleet, and ordering his new field commander, B1 battle droid K6D7 to prep the troops for battle, Grievous had come home.

Returning his gaze a yonder, Grievous gestured for the guards to follow him once more. A light breeze picked up as they set off. It blew straight into the exposed pieces of flesh hidden beneath the duranium mask. Grievous closed his eyes blissfully for a few moments, welcoming the feeling. It seemed as if Kalee itself was welcoming its lost son home.

What did not know at the moment, was that they were being watched. A skull like mask, was sticking out of the low shrubs twenty feet away, the golden eyes behind it never left the leader of the nine figures. With a small gesture of the hand, the Scout commander signalled his companions to follow the interlopers and not make any noise.

For about half an hour, Grievous and his Magna Guards just wandered through the forest, searching and waiting, for what they did not know but would respond to when it came. The forest was silent, not even the beasts seemed willing to cry out in the presence of these strange new predators. And so they carried on.

Finally they came to a small clearing in the forest, were the moon light dominated the sky. Here with no trees to take command of the light, bushes and shrubs had sprouted up competing for space and light. Grievous froze, his hand darting up. Behind him the Magna Guards stopped dead. They cautiously scanned the landscape. All was silent, all was still. But Grievous was no fool, he knew when they were not alone. When they were in the presence of others!

Was it the clones? Or the Yam'rii? Had they found them at last? There was only one way to find out. Grievous took a step forward and brought his head around in a full sweep of the area, feigning the act of one being cautious. Then with a raspy battle cry he lunged forward, and caught something. Not just something, someone!

He stepped back and pulled the screaming flailing figure into sight. A female kolkpravis stared back at him, her shoni spear cast aside as she tried to free herself what must have looked like imminent death to her. But killing her was the furthest thing on Grievous' mind. A wave of pure emotion had gripped him blinding his senses. Perhaps that was why, before he was able to process them properly a lig blade was able to make its way past his defences and come to rest upon Grievous' wiry throat.

"Put … her … down!" a harsh male voice spoke in clear tongue. Grievous attention was drawn back to reality, as he turned to where the voice had come from. The strange emotion within him heightened to a new level. He was surrounded by many kolkpravis, there were at least twenty of them. All fully armed and dressed in the Kaleesh's traditional war garments, their weapons armed and ready, many concentrated upon Grievous. So the Kaleesh had not been defeated, not entirely. Here was the proof, the realisation that some of them had made it.

With a loud buzz the Magna Guards brought their weapons to life and began to advance towards Grievous with all haste. A few of the Kolkpravis carried outland rifles, which they levelled at the droids. But before the first shot could be taken, Grievous span to face his guards, left hand motioning downwards as he yelled, "Wait!" Without hesitation the droids stopped where they stood, lowering their weapons but keeping them primed and ready.

The Kaleesh who had his sword resting against Grievous' throat laughed, as did the others within his unit, perhaps they thought this gesture to be a sign of weakness and fear on Grievous' part. "Iban no dunifay" [_Smart move_] the leader spoke in his native language, making the others laugh again, clearly they didn't think the others understood them. The remaining Kaleesh now levelled their weapons squarely at Grievous. "Now then" the chief said in standard speech once more, nodding towards his companion whom Grievous was still up in the air with one hand. "If you would be so kind as to let her go, before things get even more unpleasant!"

"Yetoma a_cronnay!_" [_Of course_]. For the first time in many a year, Grievous spoke in his native tongue. Boy did it feel good to speak it again. The rest of the Kaleesh stiffened at these words, staring at the cyborg as he released their compadre. She fell unceremoniously to the floor, before getting up hastily and retrieving her spear. She then looked between her leader and Grievous.

"Ya chan, ya chan no kripkni?" [_You, you speak our tongue?_] he gasped.

"Say" [_Yes_] came the acknowledgement.

For a moment, the natives just stared the armoured figure in front of them. Their faces were hidden by their masks so their expressions were hard to read, but it was impossible miss or mistake the fear that now shone in their golden irises. Then as one the leader and his female companion leapt away from Grievous, their weapons levelled at him.

"Who the hell are you and what is your purpose here?" the male demanded.

"This is General Grievous at your service" Grievous replied with a mocking bow. He also placed his hand over his heart. It was a gesture of respect and friendship amongst his people, one commonly used to exchange greetings between the different tribes. The usual response was then to butt each other's masks but it didn't look like this was going to happen. Grievous had hoped that by following standardised traditions, he could calm the Kaleesh and help them realise that he was their friend / superior.

Unfortunately, they did not seem to have reached that conclusion just yet. Instead they continued to glare and keep their weapons trained upon him, whilst the commander continued to ply Grievous with questions. "Who?" he asked again, his bald eyebrows now raised in confusion.

"General Grievous. My name is General Grievous. I am the Supreme commander of the Separatist battle droid armies, and I come in …"

"The what?"

"THE BATTLE DROIDS" Grievous shouted in complete frustration. "I am the supreme field commander of the Confederacy of Independent Systems; I serve under Count Dooku, Sith Lord and Head of the Separatist movement. We are sworn enemies of the Galactic Republic and the Jedi order. It is our ambition to free the Galaxy from the tyranny and travesties wrought by these false orders, so that we might establish a new system. One of prosperity and peace, where all systems are free of corruption and harsh taxations, and given equal representation".

The Kaleesh unit hung upon his every word, and Grievous saw that a few of them had exchanged glances clearly intrigued by what he had just said. The unit commander, was not one of them. "Ha" he snorted, "I have never heard of this Separatist movement of yours. We have heard rumours of a galactic spanning war but our people have enough problems going on here to be worried about the false promises of politics. Especially from our hated Republic enemies!" He spat at Grievous' feet, at the mention of the Republic.

A low growling hiss escaped Grievous' ventilators, making the warrior look up and level his sword. But the cyborg had not moved, yet. "I quite agree with you brother, and this is the purpose of my return. My forces and I intercepted a Republic transmission originating from this world, which is why I have returned. I come back to my home world, here to you now at the turn of the tide, so as to help you liberate our world from these Jedi pretenders and their clone troopers, along with their cowardly Huk allies."

These words had a powerful effect upon each of the kolkpravis, who were now chirping to each other excitedly in their native tongue, and occasionally risking a glance at each. Grievous couldn't hear everything that was being said, but he gathered what they were thinking from the occasional comments that he caught. A being who had appeared seemingly out of nowhere, that these people had thought to be an enemy now looked to be a valuable ally. One who had given them hope and promise for the one thing that they so desperately desired above all else. The liberation of their home world.

"Enough!" the commander shouted and the clearing fell silent. From the intensity of the frown that he gave Grievous knew that he alone didn't believe him, in fact it seemed to have angered him even more. He stepped forward and placed the point of his sword upon Grievous' chest. The cyborg showed no fear for this act of provocation, but once again had to motion for the Magna Guards not to react. "These are false hopes and promises, all of them, and I will not allow you to fill my troops mind with such propaganda droid. Where is your proof in this matter do you have anything on you that can give credit to your word? Besides who do you think you are to come to our world and speak such words?"

Grievous smacked him, hard across the face. The kolkpravis landed hard in the dirt but before any of them could react, Grievous had started to speak once more, addressing each and every one of them. "It would be wise for you not to question my loyalty again whelp, and to use your ears more carefully. Like I said to you before, my name is General Grievous but, and please make sure that you understand this. I … AM … NOT … A DROID!"

All of the kolkpravis jumped with fear at the intensity of Grievous' proclamation. Without warning Grievous stooped down and picked up the scout by the scruff of his robes. The rest of the Kaleesh moved as if to attack but the appearance of Grievous' Magna Guards made them think twice. They might outnumber them, but these droids, draped in attire similar to their own looked to be more than capable opponents.

With order briefly restored Grievous spoke again. His voice was levelled but irritated, and directed squarely at his captive. "Do not let this shape and armour fool you. Behind this twisted exterior and metal coating beats the heart of a Kaleesh warrior. One that the Jedi thought dead and buried! But I am made of much sterna stuff than that, which is why I survived that battle, and will continue to do so for many a battle to come!" He lowered the figure down so that their eyes meet. "So now do you see why I have come commander? It is not just my honour to return to Kalee, it is my duty, so that I might fight by your side, once again. My kin!"

He threw the Kaleesh away from him. The scout managed to stay on his feet but was panting very heavily. Around them, the chatter had started up once more. Many of the warriors stared at Grievous who stood there, nonchalant. He was one of their own? It couldn't be true, how was it even possible?

The female kolkpravis whispered something into her chiefs ear and he shook his head. "No, no I won't risk it. Alright settle down. Settle down! Right …" he said once order had been restored. "I think it is time for us to resolve this matter once and for all. I do not know, or care if what this dro .. figure" he said hesitantly, "Is playing at but I have heard enough. I am not convinced that he is a Republic agent, sent to feed us false information, but that does not mean that I believe him either. Therefore we cannot risk letting him go, lest he give away position. Killing him would also be unwise less their be some form of truth to his words either. Thus we are left with but one course open to us. You -" he pointed to a random Kaleesh in the crowd.

"Go back to the camp, and inform the khan about what has happened and that we are going to bring back some prisoners. The rest of you get their weapons!" As the female Kaleesh nodded and left the scene, the rest of the unit moved forward.

Grievous watched calmly as three, four, five, six, seven kolkpravis approached him. They appeared nervous but determined. The large male at the front of the group was the first to hold out his hand, palm raised. A few of the others mirrored him. Grievous hesitated, a low growl escaping him once more.

He could just kill for this impotency and most unnecessary of actions. Then again, what use were dead warriors. They backed away nervously as Grievous' hands slowly stretched from his side to his waist and then vanished beneath his cloak. Again Grievous contemplated killing them but then accepted that it would be better to just go with the flow. If what the foolish leader had said was true, then they intended to take him to their boss. A Khan no less! He / she might be able to sort things out.

Therefore it was be better control himself, so that he might to go to the Kaleesh's main base and resolve the situation from there. One way or another. So reluctantly, as he took out his four lightsabers, Grievous held them out, and opened his palms. Once they had been taken, Grievous' right hand once again disappeared underneath his garment and pulled out his blaster, which was also promptly snatched from his grasp. Normally he would never part with any of his weapons but on this occasion he viewed it as an unpleasant necessity. Besides he didn't need these weapons in order to fight. Not when he had his fists.

Grievous looked over his shoulder at his own troops and saw that their luminous red eyes were all focused squarely upon him. Turning to closest Magna Guard he nodded. With that the droid approached a nearby Kaleesh and held the pole of his staff out to the warrior. A few minutes later, all of the Separatist forces were disarmed.

Satisfied the scout chieftain approached Grievous, and stared straight into his eyes. "Very wise" he said slyly, "Let me assure you that if you are what you say you are, then you have nothing to fear. If not, well then you might provide the Khan with some vestige of sport, before you are allowed to die". The cyborg made no reply, he simply stared straight back into his tormenters eyes, and it was not Grievous that blinked first. Taking a step back the Kaleesh nodded towards the canopy. "Follow me!" he instructed, and Grievous willingly did so.

The walk towards the Kaleesh camp was done in complete silence. Grievous and the scout commander walked in front of everyone else, in the manner of friends taking a stroll together. Even though it lacked the significance of comradeship, Grievous thought it good to be amongst his people once more. Yet all attempts to engage them in conversation were met with steely replies and often ended with him being remarked to as a droid. As such the only sounds emanated from the canopy around them, or from Grievous' low growls and occasional cough. They trudged on.

Finally, after many long minutes they arrived. There was a sudden break in the trees and once again, they emerged into an opening in the canopy. This one was much larger, about the size of a hanger bay, with odd stone fragments littering the floor here and there. The space was packed, everywhere you looked there were Kaleesh, both male and female. All kolkpravis, all ready to go to war.

The scout commander and his unit entered the throng, Grievous and the Magna Guards trudging importantly alongside. The cyborgs head, turned this way and that. Everywhere he looked Kaleesh were looking at him, or nudging others to do so as well. A few even rose to their feet, to get a better look at the prisoners. Then they started to follow, and before long a crowd was gathering behind them whispering, talking and pointing.

They came to halt at the base of a ruined stair case. A slightly elevated plateau stood above it with two larger slabs resting on its surface was flanked by six Kaleesh guards. The scout, who had been sent ahead stood next to one of the slabs upon which sat a large figure who wore a large domed bronze helmet with bronze shoulder pads sticking out beneath a long purple cape.

The female scout pointed, no doubt whispering something to the figure. Without looking round, the man spoke. "I trust you have a good reason for bringing these prisoners before me scout. Why did you see fit to bring them here, do you think them to be Republic spies?"

A hiss emanated from the watching crowd, who had formed a large semi – circle around the group so as to watch the spectacle unfold. Each warrior now glared at the interlopers. The rest of the kolkpravis scouts moved aside so as to grant the audience a better view. Only the captain remained where he was, standing by Grievous' side. The cyborg and his Magna Guards gave no reaction at all, and continued to look up at the Khan.

"I apologise my lord, but I thought it wise to bring them before you."

"That is hardly a good enough excuse worthy of my time and patience!" the figure thundered. The scout commander apologised, unbeknownst to either of them Grievous' eyes narrowed slightly. That voice …

"So back to my original question, do you think them to be Republican spies? Are they clones or Huk?"

"Neither my lord, they're droids. This one [he pointed at Grievous] claims that they represent an organisation that is an enemy to both the Republic and the Jedi! He claims to have come here so as to help us out in our recent war against the Huk!" This announcement caused a stir amongst the kolkpravis. They started whispering to each other, with renewed vigour. It also appeared to peak the Khans interest too, for he lifted his head up slightly.

"Is that so?" he said quietly to himself, he got to his feet. Even from this distance it was clear that he was twice as tall as any of the other Kaleesh here. He even stood bigger than Grievous. A slight breeze ruffled his long purple cloak before he asked in a much louder tone. "Tell me commander, how many do they number?"

"We have encountered only nine of them sir, if there are any others present, we have yet to encounter them" came the reply. "Hua!" The Khan breathed out his intrigue vanishing as quickly as it had come.

"Then we have no use for broken instruments who offer false promises. Let me make one thing clear to you droids, what my warriors and I want, what we desire more than anything else is revenge and blood! We want the blood of our foes run thick across the fields and mountain plains. To stain the blades of our swords and the palms of our hands. Its stench to burn in our nostrils and quench the crave of our taste buds. We want these damned Huk along with their foolish allies the Jedi, and these pathetic worthless clones to know that we, the Kaleesh have not just defeated them, we have crushed them permanently and entirely. Ha, and I hardly think that is something that a small pile of walking scrap metal with a power source attached can provide for us. Isn't that right men?"

There was a chorus of cheers at this statement. Many of the kolkpravis started leering, and hurling insults at the droids who turned their stone mask like faces round to look at the crowds, not replying or caring about this verbal abuse. Only Grievous stood oblivious to the situation. His attention was still focused on this figure in front of him. This tall and might khan had stirred up something deep within his memory. A reminder of someone Grievous had known a long time ago, many years before the clone wars. He stared intently up at the Khan, thinking the same thing over and over again. It can't be. He's dead?

"Huh!" the Khan shouted, over the noise. "I will thank you not to waste my time any further tonight commander. You and your troops can make up for it by disposing of these interloper's before getting back to your duty of patrolling the vicinity." A storm of cheers and applause greeted these words. All night long the Kaleesh of Oben had been waiting for something exciting to happen and now their wish had been granted.

The scout commander placed a hand over his heart and drew his sword, but no sooner had the blade left its sheath than a duranium fist caught him a hard painful blow to the side of the head. The commander gasped, a collapsed to the ground, his mask now askew and his head bleeding quite badly. A surprised hush fell over the crowd, and the warlord looked curiously over one shoulder. The khaki coloured droid flexed his right hand as he glared up at Sk'ar.

"You might want to get your details right commander!" Grievous said, his raspy voice carrying clearly across the silent forest. "It is eight droids and one cyborg that you plan to execute actually!"

"It does not matter to me who or what you are!" came the reply. "The fact of the matter is that we Kaleesh are perfectly capable of standing up for ourselves. We do not require the assistance of some meddlesome creature who does not understand our motives."

Grievous laughed, "Not from where I am standing" he countered. "If you were capable of dealing with this situation I think you and your warriors would have done so by now. At least that is what someone of my calliper would expect from a Kaleesh khan, a proper one that is. Not someone who goes around skulking and hiding away in the forests like a coward running from a bantha rat! Where is the honour in that?"

The insult was made deliberately and with the intention of stirring up trouble. Grievous was certain he knew who this figure was now, but he needed the confirmation. One that could not be given until he saw it with his own eyes, and what better way to get a Kaleesh's attention than to insult his honour!

It worked. As the Kaleesh horde started shouting back at the cyborg, a roar filled the air and Bentilais san Sk'ar finally turned around to face his aggressor. The hulking great Kaleesh marched towards the cyborg hands balled into fists, but Grievous stood still and straight, completely unafraid. The name of his former ally echoed through Grievous' mind, a sense of peace and purpose was coursing through him once more again.

Unaware of who he was talking to Sk'ar towered over Grievous, a menacing look in his eye, deciding to get a few words in before he taught this loud mouthed creature a lesson in manners. "Is that so?" he bellowed. "Is that what you really think then? Well tell me something droid, who do you think you are then to waltz in here and tell me how to fight my own battles? What gives you the right and opinion to challenge me? I am the Warlord of Oben and soon to be liberator of Kalee. I am -"

"Bentilais san Sk'ar. Is that what you were going to say, because if so you needn't bother, for I already know who you are." Sk'ar stood there speechless, his mouth hanging open slightly, briefly at a loss for words. Once he had found his voice again Sk'ar stared pointedly at Grievous. "How? How do you know my name droid?"

Grievous chuckled. "Oh I know a lot more about you than that my dear fellow. You and I fought alongside each other many years ago during the years of the Huk War. You answered the call to battle each time without any hesitation, and cut down thousands in the name of our home world before we were separated after the disastrous crash of the Martyr. I cannot begin to describe what it feels like to see you alive and well again, old friend".

Sk'ar stared at Grievous as if he were a madman or some deadly instrument that might explode at any moment. His blood had gone cold and his head buzzed with a multitude of thoughts coursed through his mind. Shaking his head as if to clear it, Sk'ar cried out, "What nonsense is this? I have encountered no being such as you, in the whole of my existence. I would not permit such a …"

The duranium clad figure cut him off with a deep mocking laugh. "Don't let my appearance fool you Bentilais san. My form may have changed but not my name and spirit. As I told your warriors, my name is General Grievous but before I adopted that title, everyone knew me as Qymaen jai Sheelal!"

Sk'ar gasped, as did many other Kaleesh within the crowd. Qymaen jai Sheelal was a legendary figure of Kaleesh recent times. A hero of the Huk war, responsible for many Kaleesh victories, who had apparently perished in a terrible shuttle accident many years ago, along with most of his elites, Sk'ar being the sole exception. Now the mechanical figure before them claimed to be that same warrior incarnate. Was it possible?

One person certainly didn't think so. Looking over his shoulder Sk'ar shouted at two of his guards, "Get my weapon!" he demanded. "Hmm?" Grievous had just enough time to ponder Sk'ar's words before the oversized warrior rounded on him.

"How dare you droid, HOW DARE YOU!" he shrieked. "Qymaen jai Sheelal was the greatest warlord our species has ever had. Much of what we are now, we owe to his dedication and sacrifice. He asked for no amount of debt or gratitude, except that we stand by his side as warriors and show our gratitude by being his warriors. Now you dare to stand there, before me and insult his memory. _The_ _memory of every last one_ _of those warriors_! I have never known such insolence …" The guard had returned dragging a long bronze staff behind him. Sk'ar snatched it up with one hand, a tribute to his great strength, and gripped the weapon tightly as he glared down at Grievous. The Magna Guards backed off but Grievous held his ground, staring straight back into Sk'ar's face.

Sk'ar pointed to another Kaleesh within the throng, and instructed them to give the cyborg a weapon. Laughing the kolkpravis picked up one of the electro staffs and it towards Grievous. It landed six feet away, making everyone laugh once again. "But I am not entirely without mercy" Sk'ar added tauntingly. "I shall grant you the honour of one last bout, so that you might die a warrior's death! Now, prepare to meet your maker!" and with that Sk'ar unleashed a loud Kaleesh battle cry and leapt towards him.

Raised aloft the weapon came soaring through the air and came down with a crack upon the spot where Grievous had been but a moment before. Crouching low Sk'ar wheeled around, to see the cyborg getting to his feet, his own much smaller staff now clutched tightly in one hand. "Ragh" Grievous snarled as he brought the weapon to life, glaring intently at his opponent.

"Agh" Sk'ar barked. He started to rise but had barely got half way when Grievous was upon him, landing a glancing to Sk'ar's temple and arm, before executing a barrel roll so as to avoid the retaliated punch. Sk'ar winced slightly at the numb feeling now coursing through his right arm, but he was not out yet. Growling, the two circled each other, both holding their weapons out in front of them defensively. Side stepping the pair never took their eyes off of each other.

They continued this game of cat and mouse for a few minutes, each one waiting for the other to give way or make a mistake. Occasionally they parried with each other, but both were fairly even in terms of tactical skill, though Grievous did demonstrate a slight edge. So in the end they always threw each other back and would then take to prowling around each other once more. Sk'ar's face was twisted with anger and determination, Grievous' on the other hand was twinkled with amusement. He was enjoying this; the frill of a fight was something that had never quite left him. It would serve as good training for the coming battle.

A few seconds later with his back positioned in juncture to the ruins, Grievous decided that it was time to end this. The moment had come, now he would start to prove himself once again, both to Dooku and his people. With a harsh echoing laugh Grievous chastised his foe. "Well come on then, what are you waiting for? I thought you were going to teach me a lesson, were you not? You call this a battle, I call it sport. If you are so determined then bring it on. Come on, finish it!"

Sk'ar took the bait. He charged full pelt crying with outrage, his weapon raised to one side. Grievous waited until the last second, and then dodged, sticking a taloned appendage out so as to trip his foe. Sk'ar landed painfully on the ground, but recovering fast he span around to face his foe. Only to be dealt a major blow to the armpit with the electro staff. The purple current radiated the length of Sk'ar's body, but still the Kaleesh khan tried to rise. It took a further seventeen blows before his joints ached too much and he fell onto his back panting heavily. He looked up to see his foe standing over him, the spear clutched in one hand, its glowing point aimed straight between Sk'ar's eyes.

The kolkpravis watched the spectacle in complete silence and anticipation, quite unable to believe what had just happened. The Magna Guards felt nothing towards this situation at all. They just stood there, arms crossed and otherwise emotionless, waiting to see how this situation would unfold.

Sk'ar glared up at Grievous who chuckled once more. "I win!" the cyborg declared. Sk'ar growled at him, his face contorting with anger. How was this possible, how could he the great Bentilais san Sk'ar have lost and to a mere cyborg. It didn't seem real.

Sk'ar's arms were stretched out on either side of him, but his weapon was too far out of reach for him to reach it safely, without the inevitable happening. Indeed there was only one possible outcome now, and so with a loud grimace Sk'ar swallowed his pride and accepted his fate.

"Go on then" he declared, placing his head back with a small 'clank', as his helmet came to rest against the stone steps. "Victory is yours droid. My life is yours to take, I will not stop you".

A brief pause elapsed between those words, and everyone watched with batted breath. Yet the blow never came. Instead Grievous laughed humorously, before stepping away from Sk'ar deactivating his weapon, which he tossed to a Magna Guard.

"Keep your life Bentilais. It would be put too much better use serving me once more". Sk'ar looked up at Grievous confused, as the cyborg continued to speak. "It was good to duel you once more my old friend but I see that little has changed since our last encounter. You are too rushed and impulsive, to be able to defeat me. Brute strength alone, is not always the answer. What?" he asked coyly seeing the expression on Sk'ar's face. "Is something the matter? Does this battle not remind you of something that happened a long time ago, in decades past?"

"No, no" Sk'ar said hesitantly, as he started to remember an incident not to dissimilar to this one. An encounter that had taken place a long, long time ago, he stared up at Grievous. The cyborg approached him holding out a six fingered digit. "Izvoshra. Yen deli no greba an rookie!" he said.

Sk'ar flinched a look of disbelieve on his face. Slowly he got to his feet unaided, never taking his eyes off of Grievous. "There, there's only being who has ever defeated me and then offered me a partnership like this" he said uncertainly. "But he …", Sk'ar stopped. He looked the cyborg up and down slowly, comprehending the situation, and weighing up mild uncertainty against huge speculation. Those fighting styles, the ability to keep calm in the face of battle, all were unique and attributed to one being, whom Sk'ar had known and loved as a brother. "Sir?!"

Grievous said nothing at first, he just starred up at the gargantuan creature before him. Then he stepped forward and rested his hand against Sk'ar's chest, right over the heart. "So two nan wabbe. Necotona an wallie" the cyborg said.

That clenched it for Sk'ar. All doubt was driven from his mind as he recognised the universal greeting that Jei Sheelal had reserved only for his elite units. Nobody else could possibly recite that chant so clearly or crisply, and since none of the other Izvoshra had survived or ever managed to defeat Sk'ar in combat that left only possible candidate, as to who this figure could be. "Lord Qymaen, it is you!" he proclaimed.

Around them the kolkpravis seemed to stir, as if from a deep slumber. Excitement and intrigued now rippled through them as they spook loudly, questioned each other, proclaiming their disbelief. "It's Lord Qymaen?"

"It can't be!"

"My Lord?"

Grievous watched them intently, giving them a moment or two before speaking loudly. "Yes my brethren. It is I, in a past life I was called Qymaen jai Sheelal, but that was a life time ago. I am now known as General Grievous and I come back to you now at the turn of the tide so that we might reclaim what is ours once more. It is no fault of yours that you did not recognise me …" for he had seen the expression on the scout commanders face.

"The accident that killed my Izvoshra almost destroyed me. A cowardly trap laid by the Republic and the Jedi, one that left my original body scarred and all but destroyed, yet I survived their wretched and cowardly assassination attempt. I was saved and rebuilt by forces that the Republic dare to contend with. That is how I find myself here before you today, this is how I found out about the tragedy and anguish that has subsequently been wrought upon us by our great enemies the Huk. Do you know what I say to that? I say that the time has come for vengeance. I say that it is time that we teach these would be conquerors a lesson that they will never forget. I say that the time has come for us to show them what happens to any that dare to cross the Kaleesh!"

A buzz of excitement now filled the air. This was the motivation that the kolkpravis had been waiting for and so desperately needed. Now at last a figure had arrived, one that offered them the hope that they so desperately needed.

"I bring fresh troops to you" Grievous continued. "One made of hard computer programming and cold dark steel. It is time to merge these forces with our own so that we might drive out these accursed world eaters and take the rightful storm of vengeance." He pumped his fist into the air, many around him mirrored his action, some beat their hands against their chests, chanting "Yah!"

"Let any warrior who seeks to regain his lost honour fight by my side. Make amends for your past misgivings with the swords in your hand and the blood of your foes. Who is with me?!" Sk'ar was the first to take up his weapon and hold it aloft.

"AAAAAHHHHHH!" Unleashing savage battle cry that cut through the still night, every Kaleesh and Magna Guard raised their weapon in salute and tribute to their new commander. At the front of the crowd, the scout commander ran forwards and proclaimed; "All hail Lord Grievous. ALL HAIL TO OUR KHAGAN!" A fresh wave of cheers cut the night, as the Kaleesh celebrated this new development. If Grievous had still possessed a mouth, he would have been smirking. Commanding an army of generally emotionless battle droids whose only motivation was logic and reason was one thing, but this was something new. Something incredible and motivating. There was only one more thing left to do with it. "Warriors, prepare for battle!"

The rest of the night was a hive of activity. Were once a sombre, dishevelled mob had once sat stood an army of troops, now motivated and primed, waiting for instruction. Grievous was quick to deliver on his promises, within but a few hours he had got in contact with the Separatist fleet and was brought up to date on the situation.

So far TS-192 had done well on keeping the fleet's locality a secret. Apart from a brief encounter with a few Republic star fighters all was well on the space front. Even though the disappearance of an entire fighter squadron would soon draw the Republics attention, Grievous (after much shouting and belittling) decided that there was nothing that they could do about it. The Republic would soon learn of their presence anyway so it was best to take charge of the element of surprise whilst they still had it.

Fortunately K6D7 had been more efficient. The troops that Grievous had requested were already fully armed and prepped for descent. With the help of the scout commander and his topographical map, Grievous choose an LZ not to far from their current location, and then dispatched a group of eager kolkpravis off to rendezvous with the additional troops.

Finally, with Sk'ar's help, Grievous learnt about the situation on Kalee. He and the other commanders told their Khagan everything, from the location of the Republic base, to the status of the Kaleesh populace. It sickened Grievous to learn what the Huk had done but there was no use dwelling upon it. For now those unfortunates would just have to wait, right now the main objective had to be liberating their home world.

They could not risk contacting Oben, lest they throw away the element of surprise. There was no possibility of contacting them afterwards either, lest the Republic fleet abandon its setting and make course for Oben. The Kaleesh would have to make do with the forces that they had now, and however many droids Grievous had dared to bring down to the surface (which was three hundred). It wasn't enough.

They needed more men, but in order to equate the multitude of droids Grievous had at his disposal, they needed to switch camps, and establish a more permanent foothold. Fortunately not long after had Sk'ar pointed this out, Grievous found a solution. Telling K6D7 to get the rest of the droid armada mobilised, Grievous ordered the scout commander to tell the Kaleesh to ready themselves. Sk'ar inquired as to what the purpose of this was. "My dear Bentilais san" Grievous said innocently. "The time has come for us to do a little recruiting!"

_The following morning, The Southernmost extremity of the Fields of Banen, in the Planet Kalee's Eastern Hemisphere._

As the red sun rose over the distant horizon, it highlighted a scene sad enough to melt even the stoniest of hearts. At this narrow point far to the south of the Republic's base were the vast grassy plains of a large open savannah meet the borders of thick woodland and tropical jungles, thousands of Kaleesh sat huddled together in groups. Most of the were warriors though a few civilians rested here and there. They were not gathered for celebration, nor ceremonial meeting but for enslavement.

Each one sat upon his little patch of earth, with his hands bound, waiting to be shipped off world, to the so called 're-education camps' established by the Yam'rii. Around them stood a few hundred clone and Yam'rii soldiers. Whilst the clone soldiers did their best to offer counsel and comfort, the Yam'rii seemed to take almost sadistic pleasure in the Kaleesh's suffering. Taunting and throwing dark comments in their foes faces, it was gratifying for them to watch the kolkpravis squirm with rage and anger.

Overseeing all of this was the Jedi Padawan Hurok Nabalam. As per instructions he kept in regular contact with his masters, and was currently engaged in deep conversation with Master Koth and General Mal.

"Is all well young Padawan?" Master Koth was saying.

"All is well on this front master. How are things at your end?"

"A bit slow but we are getting there" came the reply.

"Yes, yes indeed. Things are a bit slow at the moment but they will pick up soon enough. Don't worry young Padawan soon enough we will be off to Oben, were the Kaleesh may provide us one last bit of good sport! Ha, nah, ha, ha!" General Mal added snidely, gnashing his teeth with anticipation.

"Right …" Nabalam said hesitantly, casting Master Koth a weary look.

Meanwhile across the camp all was not well. The large troop carrier shuttles had finally touched down and were ready to ship the Kaleesh off world. The trouble was that the Republic's soldiers were having a hard time persuading the natives to comply with instruction. Language was not the issue it was just stubbornness on the Kaleesh's part. No matter what the coalition forces tried they could not get them to budge.

The clones tried asking politely but the reptilian people just acted as if they could not hear them. The Yam'rii tried a more direct approach by kicking and pushing them but the Kaleesh either ignored them or huddled together so that they might gang up on would be assailants. Then finally the inevitable happened.

At the fringes of the gathering, a Yam'rii soldier had succeeded in sustaining injury. It was his own fault, for he had been antagonising one of the war chiefs, the driving elite who along with the holy men held the Kaleesh society together. To hear him talk though; you would think that the attack had been completely unprovoked.

With the Jedi still currently engaged in congress, it was up to the other commanders to sort things out. As such the interrogators took the form of a Clone corporal and Yam'rii lieutenant, both of whom (as it soon became clear) had very different interpretations on the soldiers statements. "It bit me!" the Yam'rii screeched, indicating a series of U shaped puncture marks on his left arm. He pointed to the culprit with his pistol, a tall spindly Kaleesh female leader, with thick bushy black hair and broad shoulders glared back at three soldiers. Her face was hidden beneath her bone mask, but it was perfectly clear that she was unrepentant.

Clone Corporal CT-34929 was a veteran commander that did not like to be messed with. He also had a knack for being able to tell when people were lying to him, and the long night shift he had carried out even before the march towards the Fields of Banen, had left him in a particularly irritable mood. "Well it's your own fault for provoking her lad. You want to be a bit more careful next time!" he said quite sternly.

"Oh really?" came a spindly twisted reply. This voice belonged to the Huk's representative commander. A large frail looking mud coloured Lieutenant name Cutter. "And tell me commander, where is your proof of that, hmmm? Is it not possible that our comrade here was not the provocateur at all?"

The Corporal turned towards Cutter hands resting on his hips, his expression impossible to read because of his helmet. "I didn't say that Lieutenant. I merely implied it based upon what I have observed from other scenarios. Your men are treating these Kaleesh far too harshly. We are here to help them remember not chastise …"

"And you and your forces, are too lenient with them Corporal" the Huk countered. He stood right over the clone making him look straight into bulbous black eyes. "You seem to forget, that it was us who had to deal with these barbarians, over a decade ago. We did so unaided and our populace ended up decimated as result. All in the name of mindless savagery!" He cast a very nasty, mocking look at the Kaleesh war chiefs and holy men, all of him growled back at him.

"I haven't forgotten!" CT-34929 replied. "But I still say it isn't right for you go around provoking people like this. Look we've got to start getting these people onto the transports, so we'll start with this bunch. As for this incident … if you want to do something about it, then do so by your own accord!"

Cutter chortled, giving the clone a rather nasty grin. "Nice to see you concur for once corporal. That might have been the smartest thing you have said all day." He strode past the clone, never taking his eyes off the Kaleesh woman. He leant over to speak to the 'injured' Yam'rii soldier.

"I think this one might be better off dead, don't you soldier? I mean if she is like this now, who's to say what she will be capable of in the future and at the re-education facilities no less. We can't afford to have insurrectionists amongst our ranks, and I think such mannerism's warrant being made an example of. Better to deal with these troublesome individuals now, before they can rally other, like-minded souls to their cause, wouldn't you agree? I mean this is just my opinion of course but in the long run I think we have much more important matters to address, rather than trying to assist those who would refuse our help. Anyone have any objections to this proposal?"

There was collective shaking of heads, as the Yam'rii gleefully accepted the prospect of more Kaleesh deaths. The clones who heard this statement were of conflicted minds. On the hand they didn't like the prospect of further blood-shed, but there was no denying the element of truth, to the warriors words. The Corporal looked at the Kaleesh woman intently, trying desperately to come up with another appeaseable solution, but he was too tired to think of one.

In the end he heaved a heavy sigh and shook his head. "Alright Lieutenant, but do it quickly". With that he walked away, towards Hurok Nabalam, who had finally made an appearance on the scene. Guilt weighed heavily upon the clones heart.

Cutter and the other three Yam'rii sneered, leering evilly at their intended victim. "Take her over there for all to see", Cutter said pointing to a slight elevation west of their position near the tree line. "The rest of you, start preparing the remainder of this lot for departure. That clone corporal might be stupid, but he is not completely devoid of his senses, so see to it that his are carried out would you. Oh and lad do you might want to consider finishing it [_he nodded at the female_] off quickly, we do have schedule to keep too after all".

Now cackling like a maniac the soldier did as he was told. With the aid of a second Yam'rii they pulled the female Kaleesh to her feet, where he began to drag her towards the tree line, by her bindings. The Kaleesh's voice resonated with outrage, as she hurled dark looks and insults in her native tongue at anybody and everybody. From the cackling Yam'rii troops to the distant figures of the clones and Jedi, who were watching her sympathetically. Her final insults were hurled directly at Cutter, who simply replied; "Oh I'm sure I will love, ha, ha, ha".

Then the soldier dragged her out of earshot. She tried desperately to resist him but he was to strong and determined. Once they were silhouetted against the tree line, the Huk whacked her hard across the arms with the butt of his blaster so as to stop her from struggling and then across the hips as well, so that she fell onto her knees.

Panting from excursion, she glared up at the insectoid, refusing to portray an illusion of fear. She would not give him the satisfaction of watching her squirm, despite the fear she felt at the prospect of what he was about to do. Indeed this action seemed to draw some warrant of amusement from the Yam'rii warrior. "Oh, isn't that just quaint. Will your pathetic sense of honour not even warrant an acknowledgement of fear? I mean come on, you must be feeling it. I know that your people value bravery above all other things when it comes to combat but surely this is going over the top, isn't it?"

The Kaleesh did not reply, but just stared stoically at him. The Yam'rii drew a deep rattling breath, aquiver with anticipation and excitement. "Go on" he said mockingly, "Call for help why don't you?" He fondled part of her hair with his two digit hand, but the only reaction he got was her half hearted attempt to bat his fingers away. "Come on squeal for me why don't you? He he he. Oh what does it matter …" he said wearily, having failed to get the desired reaction.

He stepped away from her and took up the blaster in both hands. "It is a futile gesture you give love. Your people are done for and so are you. Nobody is going to save you now!" he raised the blaster.

He never got the chance to take aim. For no sooner had those words left his mouth, than a pair of six fingered hands came up behind the Yam'rii and grabbed him by the face. The insectoid screeched loudly as his head was jolted backwards. Terrified he let go of the weapon and made to claw at his opponents hands, but the unseen figure wrenched his head back a second time and with a horrible 'snap' broke the creature's neck. He was dead before he even hit the ground.

Yet his cries had alerted everyone within ear shot. Clones, Yam'rii and Kaleesh all turned to see the conclusion of this spectacle. Even Cutter, CT-34929, and Hurok stopped the argument they were having to see it unfurl. To see the Yam'rii soldier drop down dead in front of a tall armoured figure.

Then without warning, large numbers of Kaleesh burst from the canopy. Not just Kaleesh but Magna Guards and Commando droids as well, all making a bee line straight for the hostages. Unlike the clone and Yam'rii overseers, the droid, Kaleesh coalition was fully armed and prepped for battle.

As such most of the clones and Yam'rii did not have time to return fire before the melee began. Within seconds dozens of Republic soldiers had fallen under a barrage of bullets and laser fire, whilst the captives ducked down to avoid being hit themselves. The few clones that were able to mobilise quick enough, found the majority of their blaster fire deflected by electro staffs, and if they did by some small amount of luck manage to find a warrior, another quickly emerged to take their place.

Then the Kaleesh reached the front ranks and the real butchery began. Swords and spears cut through the Republics defensive armour, or else hacked spindly Yam'rii in two. One Kaleesh warrior hurled his spear like a javelin threw the air. It hit CT-34929 in the chest. With a brief cry the clone toppled over and did not get up again.

"Where the hell did they come from Lieutenant? I thought General Mal said all of the Kaleesh had been defeated!" a Yam'rii cried over the din to his commander. "NEVER MIND THAT YOU FOOL, JUST SHOOT THEM. SHOOT TO KILL!" came the reply. This small Yam'rii unit was backing away towards the shuttles hoping to find some cover and a possible escape route. Yet in all of the melee and confusion, they failed to notice how one figure, walked towards a group of nine Magna Guards on the right flank. Each warrior carried a missile launchers.

"Blow them!" the commander ordered, pointing at the targets. Three to a ship, the droids took aim, and then fired at the transports. Seconds later the transports exploded in mass of fire. Lieutenant Cutter felt the searing heat of the flames lick across the back of his carapace, and then all went dark.

Three Kaleesh were telekinetically thrown backwards across the field. Hurok Nabalam stood shoulder to shoulder with his men, now desperately trying to find a way out. The battle, which had never been going in the favour to begin with was now slipping away from them even further. Amid the chaos, some Kaleesh had diverted their attention towards freeing the prisoners. With their bonds cut, the majority of these warriors did not hesitate to throw themselves into fray as well. This forced the Republic troops to give ground to their foes, with every passing second more and more casualties.

Hurok was in total shock. "How could this have happened?" he asked himself, as he deflected wave after wave of blaster fire. "Things were going so well, where did these additional troops come from?"

"I don't know General, we've had no reports or anything related to Separatist activity, but I don't think we should worry about that right now" a nearby clone replied. The Jedi nodded, right now their main concern was to get out of this situation alive, so that they might warn their fellow soldiers. But as the minutes dragged on and on, the hope of survival seemed to become quite remote.

Hurok leapt out of the way to avoid a barrage of missile fire, even as five clones cried out in anguish behind him. Deactivating his yellow lightsaber, the young human called upon the force to jump gracefully in the air. Spinning gracefully through the air, he used a telekinetic energy wave to deflect a wave of fire power, throwing blaster bolts everywhere. Fortunately for the Jedi's conscience the only victims in this encounter were droids.

It was as he called upon the force one more time so as to slow his descent into a graceful glide that Hurok saw him. Even amongst the din of this conflict, one that was now all but lost to the Republic forces, it was impossible to miss the flash of those two lightsabers. A blue and a green one, neither of which were being wielded by a Jedi. "Grievous!" Hurok hollered, his face becoming set.

The Droid General marched uninterrupted through the skirmish, killing anyone and everyone foolish enough to get in his path. He threw the body of a gutted foe aside, and made a bee line straight for another adversary. What fools the Republic had been to think that the conflict on Kalee was over, and they had won. This overconfidence had been this battalions undoing. No more than a few two hundred clones and Yam'rii were present when this bout started. Now, within a span of a few minutes almost all of them, were dead.

The body of the decapitated clone fell away from him, making Grievous laugh. Then a blow to the shoulder caught him off balance. Crying out in pain, Grievous turned to face his opponent. He came across a Yam'rii soldier, who had somehow managed to wrestle an electro staff away from one of Grievous Magna Guards. The foe stared pointedly at the General staff held to bear, in anticipation. Curiosity as to how this soldier had managed to accomplish such an incredible feat intrigued the General and heightened his desire to best this clearly worthy opponent.

Raising his own weapon the two enemies charged at each other. The lightsabers clashed repeatedly against the lightsaber resistant material, and though Grievous was slowly driving his foe backwards, he was unable to break his opponents defences. It was as if the insectoid could anticipate his every move. Grievous wondered if he was force sensitive or had undergone lightsaber training?

Then suddenly a Jedi appeared out of the fray from Grievous' other side. The cyborg quickly brought one blade around to prevent a death blow. Now outnumbered Grievous was forced to rely on his other attributes. He used his strength to temporarily throw his opponents off of him, but this victory was short lived as the pair quickly regained their composure and attacked simultaneously. As such it was now Grievous who started to give ground.

One or two Kaleesh saw what was happening and moved to aid their master, but upon seeing them Grievous shouted, "No. Concentrate on winning the battle!" It was pointless to throw away his troops lives so recklessly, he did not care about the droids so much but his people, that was a different matter.

So it was that the trio continued their duel as the battle around them entered the final stages. Grievous parried and lunged at each opponent. The young Jedi was much quicker and nimble than his Huk companion, plus he had the force to guide him. In the end the two comrades launched a simultaneous attack against their foe, who countered their strikes with his own blades. Grievous considered calling upon his second set of arms, but decided against it. The time had come to end this with one fell swoop. It was an action that was to have dire and lasting consequences.

Crouching low under the blows, Grievous used all of his weight to throw his opponents backwards. The pair staggered and provided an opening. Such was his hatred for the Huk, that lunged at the Yam'rii first. His first blow knocked we staff out of his opponents grasp. The second pierced the insectoids abdomen, before the final blow split his head open length ways.

"WATCH OUT SIR!" a voice shouted. Grievous wheeled about, and what transpired seemed to occur in slow motion. The Jedi Padawan had leapt into the air, unleashing a desperate cry of vengeance [HIYAAA] as he flew towards Grievous. The boy's lightsaber was descending gracefully from behind his right shoulder, aimed to the side of Grievous' head. With the aid of the force it travelled down fast, too fast to enable the cyborg to stop the blow in time. The boy flew closer.

Then as if from nowhere, figure in a scarlet cape leapt into the melee, right in front of Grievous. Too late to pull out the boy's cry transformed from one of vengeance, to that of horror, as the yellow blade found its mark, and cut deep into the Kaleesh's body.

The Padawan collided with the figure in mid-air. Letting go of his lightsaber he tumbled head over heels as beside him a raspy, mechanical voice shouted "NO!" Hurok cartwheeled across the grassy plain before quickly righting himself.

Behind him, Grievous crouched over the body of the kolkpravis. Grabbing the warriors shoulder, the cyborg turned him over and came face to face with the scout commander. The one who had originally found him within the forest less than twelve hours ago, and had been the first to reaccept him as their Khagan. Barely alive the warrior opened his bleary eyes one last time, whilst making a feeble effort to conceal his pain. "Lord Griev – ah, agh, ah. Uh!" The soldiers eyes rolled back in his head and his body went limp.

For a moment, all was stock still as Grievous held his breath, oblivious to the outside world. He had failed him. This warrior, had trusted him and believed in him, and now Grievous had failed him. He had not succeeded in what he viewed was his sacred duty, that which his position as Khagan warranted. He had been unable to protect those around him, let his battle lust dominate and cloud his senses. It had made him oblivious to the reality around him, made him ignorant of his purpose of eliminating the Jedi, and now the figure before him had paid for Grievous' mistakes with his life.

Grievous' head shot up faster than a hyperspace jump. Hand outstretched Hurok Nabalam was summoning his lightsaber towards him, ready to recommence the battle. Little did the human know what was about happen. For something had died inside Grievous at this moment, and right now all that the cyborg felt was an overwhelming sense of anger and focus.

The hilt of the blade had barely touched the humans hand when a green blade cut hard across its length. Hurok barely had time to grasp a hold of the situation when another blow was landed, this time with the blue sword. Grievous struck quickly and unwaveringly, driving his opponent back and forcing the Jedi to take up a defensive stance.

Yet for all his skill the human was not fast enough to counter the ferocity of Grievous' assault, and soon his body was covered in burns and cut marks from where the blades had landed. It wasn't just the lightsaber's either. With the unprecedented skill and grace of a dancer, Grievous brought his feet into the mixture as well. The taloned appendages raked the humans skin opening fresh injuries or else made a lunge at the Jedi's joints with the breathe and dexterity of a second set of hands.

Desperate for some sort of reprieve, Hurok Nabalam somehow managed to use the force to knock the green blade out of Grievous' grasp. It flew overhead and landed out reach behind the droid general. Yet this action brought no amnesty, for a second later a duranium fist smashed into the teenagers side. Knocking the wind out him, shattering ribs and rupturing internal organs, Hurok Nabalam collapsed a broken man.

Still Grievous did not relent. Lightsaber still ablaze the cyborg raised his left foot and brought it down upon the human's body. Around the two commanders the battle was now over, unsurprisingly it had ended in a separatist victory, and the remaining combatants had taken watching this spectacle unfold, as the cyborg took out his vengeance upon the young Jedi. A few of the B1 battle droids gasped and wailed here and there, but they were about the only one who did so. The Magna Guards in typical fashion stood by uncaringly, and the Kaleesh found it difficult to feel sort for their former enslaver.

Finally the poundings and the kicking stopped. Barely alive, Hurok Nabalam drew several deep breaths, each one was painful to him. He had been numerous blows to the head and as such flittered in and out of consciousness. He could hear anything either, he could only watch as Grievous towered over him glaring daggers at the young boy. Then deactivating his lightsaber and tucking it inside his cape, Grievous turned to someone and gestured for something.

Hurok extended a hand feebly, wincing as he tried to concentrate. If he could just get that lightsaber, if he could just concentrate enough to use the force once more. He never got the chance, as Grievous came back into full view. In his right hand the General clutched a broad faced lig blade. Glaring down at his opponent one last time, Grievous raised the sword.

"NOOOOO!" Hurok Nabalam screamed, for the last time and then his voice was silenced forever. With that the Kaleesh took their first major victory in the battle for Kalee.

_Two hours later, at the southernmost extremities of Fields of Banen._

He stirred from the darkness. All was fizzy and his vision blurry. Around came the mistakable stench of burning flesh, in his mouth he tasted the tang of blood. Yet still Lieutenant Cutter survived. His body burnt and cindered felt battered and broken. Yet the fire of life still burned inside him, and the Yam'rii felt no desire to give in to deaths cold embraces. He felt no desire to do, and would not either at least not willingly.

A pair of feet suddenly appeared within his field of vision, and the next moment someone was turning him over. Above the crippled warrior stood three Kaleesh kolkpravis, two of them were male, the other female. Within her right hand the woman clasped the hilt of a dagger, tightly within her three fingered appendage. A malicious glint flickered across her golden eyes.

"Hello there, Lieutenant. Do you remember me?" she asked in a deep dark voice. Cutter felt like his heart had stopped, as he recognised the chieftain whom he had sentenced to death not that long ago. Flexing her eyebrows with satisfaction the woman raised her weapon aloft. The Yam'rii screamed pitifully but was otherwise powerless to do anything about it. A second later the dagger plunged into the space between his eye sockets and this time Cutters life was brought to a decisive end. With her grizzly task finished, the war chieftain retrieved her dagger from the corpse before giving the body a final kick. With that she said "Come on, let's head back to base", and they left the Yam'rii's body to the elements.

Elsewhere across the Field's of Banen, or 'the fields of blood' as it translated an ironic twist was unfolding, one that was but a shadow of the irony that had yet to unfold. Less than twenty four hours ago the Republic had used these fields to ship vast swathes of inhabitants off world at the Yam'rii's behest. Both sides had thought that their victory was absolute and decided. Now though that illusion had been turned upon its head, and the harsh reality that anything can happen in war had been re-established. As such the Field's of Banen now served as the rallying point for the Republics enemies.

C-9799 landing craft were currently blotting out the sky as they travelled to and from the Fleet of Rightful Conquest, bringing in fresh troops and essential resources, whilst smaller fighter craft darted in and out around them, patrolling the area and establishing a perimeter. Across the whole savannah, other landing craft were releasing huge deployments of every vehicle that the CIS had to offer. The heavy tanks and walkers were guided into neat columns in a demonstration of power and virtually unrivalled strength.

Around them legions of droids carried out essential manual labour, their ranks swollen by Kaleesh warriors. At the battles conclusion all of the Kaleesh present celebrated at their unprecedented victory. Though initially cautious of the metal clad droids after Bentilais san Sk'ar informed the stunned onlookers about the battle droids purpose and about who had commanded them, all sense of unease was lost upon a wave of gratitude. Within the span of a few minutes every war chief and kolkpravis had pledged their lives and loyalty not just to their Khagan, but to the CIS cause as well.

It had been decided that if Banen was to be their base, then the Kaleesh needed a headquarters a foothold quickly and efficiently. It was task that the Kaleesh had taken to with renewed vigour, and for the droids, well it was just part of their programming. Now the sound of wielding torches and directive gossip could be heard as the Kaleesh and droids, set about constructing a base worthy of their recognition.

Massive structures were being assembled and erected. Communication towers, radar scanners, refuelling stations and other computer based essentials were just part of the mixture. Heavy turrets and anti-aircraft towers that had been brought to Kalee aboard the CIS Fleet were now being guided into position, so as to discourage any Republic from attacking. There was no need to build any landing platforms, the flat expansive fields provided more than enough room to accommodate several dozen of the massive landing craft at any one time.

A perimeter fence was currently being established. The only way to defend the northern most edges of the establishment was with turret power and troop deployments. To avoid any surprises on the flanks, Grievous had ordered that a perimeter fence be established with sentry towers and gun emplacements positioned at regular intervals. In just under an hour the wall was coming was nearly a third complete on all sides.

It was clear now that this part of the Separatist war machine was now mobilised and would soon be ready for war. At least this was the thought that crossed Grievous mind. He was standing aboard the bridge of a C-9799 transports, with Sk'ar at his side looking out of the window. Both figures had their arms crossed over their chests. Sk'ar was smiling.

"Magnificent" he was saying to himself, "That's what this is. Don't you think so sir? Nothing that the Republic scum or their accursed allies has can match what we have here. I think it is safe to say that by the end of this conflict, Kalee will be ours once again, wouldn't you agree sir?"

"Indeed I do commander; I really do, but let us not get ahead of ourselves here. Remember we still have a long way to go yet, and many enemies to kill before we are successful in our endeavour. For now let us focus on securing our perimeter before we concentrate upon turning the twisted illusion of victory into a reality!" Grievous replied sternly.

Sk'ar who was now looking at Grievous bobbed his head in acceptance. "Of course, my Lord but let me assure you that you needn't worry yourself with such trifling matter. Everything will be set up according to schedule, heck even if quicker if the kolkpravis have anything to say about. As for our current defences, why my Khagan your fighter pilots have got the skies so well defended that nothing can stand against them. Also, as per you instruction we have sent numerous troops ahead to secure any possible entrances. There are experienced kolkpravis soldiers with them, all hand-picked because they the terrain better than any other Kaleesh here and certainly more than any Republic soldier. They will keep the entrances secured and are more than prepared to land a big surprise upon any Republic troops foolish enough to cross their paths. Besides, even if something did make it past that blockade, it would not get by unscathed and then it would have us to deal with, and we will soon be more than prepared to deal with such things!"

Grievous chortled at these reassurances. Furthermore, with the fleet standing ready above us, we are prepared to deal with any threats that the Republic fleet might throw our way. Grievous had left TS-192 in charge of the fleet, but had ordered K6D7 down to the surface to coordinate the battle droids. With the hierarchy now established everything was now falling into place for the Separatists. "You are right Sk'ar, everything is proceeding smoothly. Still I think it wise for us to advance with all haste. It would be preferable if we did not leave anything to chance!"

Sk'ar nodded, placing a hand over his heart in salute. "As you wish my Lord. With your permission then allow me to speak to the troops and have them redouble their efforts."

"Very good, my Lieutenant see that is done" Grievous instructed. He turned his gaze away from Sk'ar towards the view outside. "On your way back gather up the Kaleesh war chiefs and droid commanders. I shall make contact with the fleet so that the captains are on standby. I think the time has come for us to have our first council of war. If you require a way to motivate our troops, then tell them that the act of liberation starts now and that it is time for the Second Battle of Kalee to begin!"

**End of Chapter 3**

Authors note: Well I hope you enjoyed that chapter. It was my first attempt at writing a battle scene. So let me know what you thought and how I might improve.

Only three more chapters to go. Number four is coming out soon! Until then Happy New Year to you all.


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